CLIFTON BANCORP INC.

FORM S-1

Table of Contents
As filed with the Securities and Exchange Commission on November 27, 2013
Registration No. 333-



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Clifton Bancorp Inc.
and
Clifton Savings Bank 401(k) Savings Plan
(Exact name of registrant as specified in its charter)


1433 Van Houten Avenue
Clifton, New Jersey 07013
(973) 473-2200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

John A. Celentano, Jr.
Chairman and Chief Executive Officer
Clifton Bancorp Inc.
1433 Van Houten Avenue
Clifton, New Jersey 07013
(973) 473-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.


Calculation of Registration Fee


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.






Maryland 6035 To be applied for
State or other jurisdiction of
incorporation or organization
(Primary Standard Industrial
Classification Code Number)
(IRS Employer
Identification No.)


Sean P. Kehoe, Esq.
Victor L. Cangelosi, Esq.
Kilpatrick Townsend & Stockton LLP
607 14
th
Street, NW, Suite 900
Washington, DC 20005
(202) 508-5800
Robert C. Azarow, Esq.
Stephanie G. Nygard, Esq.
Arnold & Porter LLP
399 Park Avenue
New York, New York 10022
(212) 715-1000

Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company


Title of each class of
securities to be registered
Amount
to be
registered
Proposed
maximum
offering price
per unit
Proposed
maximum
Aggregate
offering price (1)
Amount of
registration fee
Common Stock, $0.01 par value 32,913,057 shares $10.00 $329,130,570 $42,393
Participation interests (2) $10.00 $4,701,000 (3)


(1) Estimated solely for the purpose of calculating the registration fee pursuant to Regulation 457(o) under the Securities Act.
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(3) The securities of Clifton Bancorp Inc. to be purchased by the Clifton Savings Bank 401(k) Savings Plan are included in the common stock. Accordingly, no separate fee is required for the participation
interests pursuant to Rule 457(h)(2) of the Securities Act.

Table of Contents
PROSPECTUS

(Proposed new holding company for Clifton Savings Bank)
Up to 21,275,000 Shares of Common Stock
$10.00 per Share
Clifton Bancorp Inc., a newly formed Maryland corporation that is referred to as new Clifton throughout this prospectus, is offering common stock for sale in connection with the conversion of Clifton MHC from
the mutual holding company form of organization to the stock form of organization.
We are offering up to 21,275,000 shares of common stock for sale, subject to certain conditions, at a price of $10.00 per share. We must sell a minimum of 15,725,000 shares to complete the offering.
Purchasers will not pay a commission to purchase shares of common stock in the offering. The amount of capital being raised is based on an independent appraisal of new Clifton. Most of the terms of this offering are
required by regulations of the Board of Governors of the Federal Reserve System.
The shares we are offering represent the 64.0% ownership interest in Clifton Savings Bancorp, Inc., a federal corporation that is referred to as old Clifton throughout this prospectus, now owned by Clifton MHC.
The remaining 36.0% interest in old Clifton currently owned by the public will be exchanged for shares of common stock of new Clifton. The shares of old Clifton currently owned by the public will be exchanged for
between 8,602,042 shares and 11,638,057 shares of common stock of new Clifton so that old Cliftons existing public shareholders will own approximately the same percentage of new Clifton common stock as they owned
of old Cliftons common stock immediately before the conversion. Old Clifton and Clifton MHC will cease to exist upon completion of the conversion and offering.
We are offering the shares of common stock in a subscription offering to eligible depositors and borrowers of Clifton Savings Bank and Clifton Savings Banks tax-qualified employee stock ownership plan. Shares of
common stock not purchased in the subscription offering may be offered for sale in a community offering, with a preference given to natural persons residing in Bergen, Passaic, Essex, Morris, Hudson and Union Counties,
New Jersey, then to shareholders of old Clifton and then to other members of the general public. To the extent any shares offered for sale are not purchased in the subscription or community offerings, they may be sold in a
separate syndicated offering or in a firm commitment underwritten public offering. With respect to the subscription offering, the community offering and any syndicated offering, Sandler ONeill & Partners, L.P. will use its
best efforts to assist us in our selling efforts but is not required to purchase any shares of common stock that are being offered for sale in such offerings. Funds received before the completion of the subscription and
community offerings will be held in a segregated account at Clifton Savings Bank and will earn interest at Clifton Savings Banks passbook savings rate, which is currently %.
The minimum order is 25 shares. The subscription offering will end at : p.m., Eastern time, on [DATE1] , 2014. The community offering, if held, may terminate at the same time, although it may continue without
notice to you until [DATE2] , 2014 or longer if the Federal Reserve Board approves a later date. No single extension may exceed 90 days and the offering must be completed by [DATE3] , 2015. Once submitted, orders are
irrevocable unless the offering is terminated or is extended beyond [DATE2] , 2014, or the number of shares of common stock to be sold is increased to more than 21,275,000 shares or decreased to less than
15,725,000 shares. If we extend the offering beyond [DATE2] , 2014, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly
return your funds with interest calculated at Clifton Savings Banks passbook savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 15,725,000 shares or more than 21,275,000
shares, we will promptly return all funds and set a new offering range. All subscribers will be notified and given the opportunity to place a new order.
Old Cliftons common stock currently trades on the Nasdaq Global Select Market under the symbol CSBK and we expect the common stock of new Clifton will also trade on the Nasdaq Global Select Market under
the symbol CSBK.

This investment involves a high degree of risk, including the possible loss of principal.
Please read Risk Factors beginning on page 15.

OFFERING SUMMARY
Price Per Share: $10.00

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange
Commission, the Board of Governors of the Federal Reserve System nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

S ANDLER ON EILL + PARTNERS , L . P .

For assistance, please contact the Stock Information Center at .
The date of this prospectus is , 2014


Minimum Midpoint Maximum
Number of shares 15,725,000 18,500,000 21,275,000
Gross offering proceeds $ 157,250,000 $ 185,000,000 $ 212,750,000
Estimated offering expenses, excluding selling agent fees and expenses $ 1,213,000 $ 1,213,000 $ 1,213,000
Estimated selling agent fees and expenses $ 1,593,250 $ 1,854,100 $ 2,114,950
Estimated net proceeds $ 154,443,750 $ 181,932,900 $ 209,422,050
Estimated net proceeds per share $ 9.82 $ 9.83 $ 9.84

Assumes all shares are sold in the subscription and community offerings and excludes reimbursable expenses and conversion agent fees. For information regarding compensation to be received by Sandler ONeill &
Partners, L.P., see Pro Forma Data and The Conversion and Offering Marketing Arrangements.
If all shares of common stock are sold in a syndicated offering or firm commitment underwritten offering, excluding shares purchased by the employee stock ownership plan and shares purchased by insiders of old
Clifton, for which no selling agent commissions would be paid, the maximum selling agent fees and commissions would be $8.7 million at the minimum and $11.3 million at the maximum. See The Conversion and
Offering Syndicated Offering or Firm Commitment Offering for a discussion of the fees to be paid to Sandler ONeill & Partners, L.P. and other Financial Industry Regulatory Authority member firms in the event
that all shares are sold in a syndicated offering or firm commitment underwritten offering.


(1)(2)
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Table of Contents

Table of Contents
Table of Contents

Page
Summary 1
Risk Factors 15
A Warning About Forward-Looking Statements 23
Selected Consolidated Financial and Other Data 24
Use of Proceeds 26
Our Dividend Policy 27
Market for the Common Stock 28
Capitalization 29
Regulatory Capital Compliance 31
Pro Forma Data 32
Our Business 36
Managements Discussion and Analysis of Financial Condition and Results of Operations 43
Our Management 73
Stock Ownership 92
Subscriptions by Executive Officers and Directors 94
Regulation and Supervision 95
Federal and State Taxation 100
The Conversion and Offering 101
Comparison of Shareholders Rights 120
Restrictions on Acquisition of New Clifton 126
Description of New Clifton Capital Stock 129
Transfer Agent and Registrar 130
Registration Requirements 130
Legal and Tax Opinions 130
Experts 130
Change in Accountants 130
Where You Can Find More Information 131
Index to Financial Statements of Old Clifton 132
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1
Summary
This summary highlights material information from this document and may not contain all the information that is important to you. To understand the
conversion and offering fully, you should read this entire document carefully.
Our Company
New Clifton. The shares being offered will be issued by new Clifton, a Maryland corporation. Upon completion of the conversion, new Clifton will become
the successor corporation to old Clifton and the parent holding company for Clifton Savings Bank. New Clifton will be a savings and loan holding company
subject to regulation and examination by the Board of Governors of the Federal Reserve System, which we refer to herein as the Federal Reserve Board.
Old Clifton. Old Clifton is a federally chartered corporation that owns all of the common stock of Clifton Savings Bank. The common stock of old Clifton
trades on the Nasdaq Global Select Market under the symbol CSBK. At September 30, 2013, old Clifton had consolidated total assets of $1.1 billion, gross loans
of $555.7 million, total deposits of $791.4 million and total stockholders equity of $188.5 million. As of the date of this prospectus, old Clifton had 26,249,640
shares of common stock outstanding. After completion of the conversion, old Clifton will cease to exist.
Clifton MHC. Clifton MHC is the federally chartered mutual holding company of old Clifton. Clifton MHCs sole business activity is the ownership of
16,791,758 shares of common stock of old Clifton, representing 64.0% of the common stock outstanding as of the date of this prospectus. After completion of the
conversion, Clifton MHC will cease to exist.
Clifton Savings Bank. Clifton Savings Bank is a federally chartered savings bank headquartered in Clifton, New Jersey. Clifton Savings Bank has provided
community banking services to customers since 1928. We currently operate twelve full-service locations in Bergen and Passaic Counties in New Jersey. At
September 30, 2013, Clifton Savings Bank exceeded all regulatory capital requirements and was not a participant in any of the U.S. Treasurys capital raising
programs for financial institutions. Clifton Savings Bank has one wholly-owned subsidiary, Botany Inc., which is an investment company incorporated under New
Jersey law. Botany Inc. primarily holds investments and mortgage-backed securities in an effort to minimize Clifton Savings Banks New Jersey state tax liability.
Clifton Savings Bank is regulated by the Office of the Comptroller of the Currency.
Our principal executive offices are located at 1433 Van Houten Avenue, Clifton, New Jersey 07013 and our telephone number is (973) 473-2200. Our web
site address is www.cliftonsavings.com . Information on our website should not be considered a part of this prospectus.
Our Business Strategy
We are a retail-oriented financial institution dedicated to serving the needs of customers in our market area. We deliver personalized service and respond
with flexibility to customer needs. We believe our community orientation is attractive to our customers and distinguishes us from many large banks and other
financial institutions that operate in our market area. We intend to maintain this focus as we grow.
Our principal objective is to build long-term value for our stockholders by operating a profitable community-oriented financial institution. We seek to
accomplish this objective by focusing on strategies designed to enhance and expand our franchise and diversify our product offerings to increase profitability,
while maintaining strong asset quality. We plan to manage actively our strong capital position consistent with applicable regulations and our overall business
strategy. The following are key elements of our business strategy:
Continuing to emphasize residential portfolio lending . Our primary lending focus historically has been the origination of one- to four-family mortgage
loans. At September 30, 2013, 90.2% of our total loan portfolio consisted of one- to four-family mortgage loans. We believe there are opportunities to increase our
residential mortgage lending in our market area, and beginning in 2013 we made efforts to take advantage of these opportunities by hiring additional lending staff
and increasing our origination channels. From March 31, 2013 to September 30, 2013, our one- to four-

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2
family real estate loan portfolio has increased $82.0 million, or 19.6%. We utilize conservative underwriting strategies for all of our lending products. We originate
loans solely for our own portfolio, rather than for sale, and we currently service all of the loans we originate. To further supplement our loan originations, we also
have increased our purchased loans, which we underwrite using the same conservative underwriting procedures we use when originating loans. We also service
most of our purchased loans. Purchased loans have increased from $1.8 million in fiscal 2011 to $47.3 million in fiscal 2013 and $49.6 million in the six months
ended September 30, 2013.
Increasing our multi-family and commercial real estate lending. In late 2012, we established a commercial loan department to expand our multi-family
and commercial real estate lending activities and diversify our loan portfolio beyond residential mortgage loans. Since March 31, 2013, our multi-family and
commercial real estate loan portfolio has increased $13.4 million, or 46.7%, and at September 30, 2013 was 7.6% of our total loan portfolio. We believe the
expansion of our multi-family and commercial real estate lending will help diversify our balance sheet, improve our interest rate risk exposure and increase our
presence in our market area. After the offering, we intend to continue these efforts and plan to hire additional commercial lending personnel and add appropriate
infrastructure in order to implement our strategy. Further, with the additional capital raised in the offering, we expect to continue to pursue larger lending
relationships.
Continuing conservative underwriting practices in order to maintain a high quality loan portfolio. We believe that strong asset quality is a key to long-
term financial success. We have sought to maintain a high level of asset quality and mitigate credit risk by using conservative underwriting standards and by
diligent monitoring and collection efforts. At September 30, 2013, nonperforming loans were 0.9% of the total loan portfolio and 0.4% of total assets. Although
we intend to increase our multi-family and commercial real estate lending, we will do so consistent with our loan underwriting and credit administration standards.
Stockholder-focused management of capital coupled with opportunistic acquisitions. We believe that maintaining a strong capital base is critical to
support our long-range business plan; however, we recognize that we will have a historically high level of capital following completion of the offering.
Consequently, we intend to manage our capital position, using appropriate capital management tools, to return excess capital to our stockholders, consistent with
applicable regulations and policies. We have repurchased a total of $52.9 million of our common stock since 2005, however, our repurchase levels have slowed
significantly since we initially determined to conduct a second-step conversion offering in fiscal 2011. We expect to continue stock repurchases after completion
of the conversion subject to market conditions and regulatory restrictions. Under current federal regulations, subject to limited exceptions, we may not repurchase
shares of our common stock during the first year following the completion of the conversion. See Use of Proceeds . In addition, following the completion of the
conversion, we intend to continue the payment of regular quarterly dividends. Initially, we expect the quarterly dividends to be $0.05 per share, which equals
$0.20 per share on an annualized basis and an annual yield of 2.0% based on a price of $10.00 per share. See Our Dividend Policy .
Organic growth has been, and will continue to be, our primary focus. However, following the offering we intend to review acquisition opportunities that we
believe will enhance our franchise, further our business strategy and yield long-term financial benefits for our stockholders. The conversion into a stock holding
company structure will better position us to participate in consolidation activity by providing a more flexible corporate structure and additional capital resources.
Currently, we do not have any plans or arrangements to acquire any financial institutions.
Enhancing core earnings by increasing lower cost transaction and savings accounts and continuing our emphasis on operational efficiencies .
Checking, savings and money market accounts are a lower cost source of funds than time deposits, and we have made a concerted effort to increase lower-cost
transaction and savings deposit accounts and reduce our dependence on traditionally higher cost certificates of deposit. Our ratio of certificates of deposit to total
deposits has decreased from 78.1% at March 31, 2011 to 70.4% at September 30, 2013. We intend to market our core transaction accounts and savings accounts,
emphasizing additional product offerings and our high quality service. We also recognize that controlling operating expenses is essential to our long-term
profitability. While we anticipate that our efficiency ratio may be negatively impacted in future periods as a result of our expansion of our lending efforts, and
technology enhancements, we intend to continue to focus on operational efficiencies. Our annualized efficiency ratio for the six months ended September 30, 2013
was 57.6%.

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Leveraging our competitive strengths to attract and retain customers. We believe that our competitive strengths are personalized, superior customer
service, extensive knowledge of our markets and borrowers, and highly visible community activities. We believe that we can leverage these strengths to attract and
retain customers. We also believe that there is an increasing population of potential customers dislocated as a result of large bank consolidations in our market area
who seek the personalized service of a community bank. We plan to update existing technologies and implement new technologies to enhance the customer
experience and ultimately increase the efficiency of our operations.
Description of the Conversion
In 2004, we reorganized Clifton Savings Bank into the partially public mutual holding company structure. As a part of that reorganization, we formed old
Clifton as the mid-tier stock holding company for Clifton Savings Bank and sold a minority interest in old Clifton common stock to our depositors and borrowers
and our employee stock ownership plan in a subscription offering. The majority of old Cliftons shares were issued to Clifton MHC, a mutual holding company we
organized in connection with the reorganization. As a mutual holding company, Clifton MHC does not have any shareholders, does not hold any significant assets
other than the common stock of old Clifton, and does not engage in any significant business activity. Our current ownership structure is as follows:


The second-step conversion process that we are now undertaking involves a series of transactions by which we will convert our organization from the
partially public mutual holding company form to the fully public stock holding company structure. In the stock holding company structure, all of Clifton Savings
Banks common stock will be owned by new Clifton, and all of new Cliftons common stock will be owned by the public. We are conducting the conversion and
offering under the terms of our amended and restated plan of conversion and reorganization (which is referred to as the plan of conversion). Upon completion of
the conversion and offering, old Clifton and Clifton MHC will cease to exist.
After the conversion and offering, our ownership structure will be as follows:


As part of the conversion, we are offering for sale common stock representing the ownership interest of old Clifton that is currently held by Clifton MHC.
At the conclusion of the conversion and offering, existing public shareholders of old Clifton will receive shares of common stock in new Clifton in exchange for
their existing shares of common stock of old Clifton, based upon an exchange ratio of 0.9097 to 1.2307 at the minimum and maximum of the

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4
offering range, respectively. The actual exchange ratio will be determined at the conclusion of the conversion and the offering based on the total number of shares
sold in the offering, and is intended to result in new Cliftons existing public shareholders owning 35.4% of new Clifton common stock, which is based on the
36.0% ownership interest that existing public shareholders currently own of old Clifton common stock adjusted to reflect the assets of Clifton MHC, without
giving effect to cash paid in lieu of issuing fractional shares or shares that existing shareholders may purchase in the offering.
If the conversion and offering is canceled, orders for common stock already submitted will be canceled, subscribers funds will be promptly returned with
interest calculated at Clifton Savings Banks passbook savings rate and all deposit account withdrawal authorizations will be canceled.
The normal business operations of Clifton Savings Bank will continue without interruption during the conversion and offering, and the same officers and
directors who serve Clifton Savings Bank at the completion of the conversion and offering will serve new Clifton and Clifton Savings Bank in the fully converted
stock form.
Reasons for the Conversion and Offering
Our primary reasons for the conversion and offering are the following:




Terms of the Offering
We are offering between 15,725,000 and 21,275,000 shares of common stock in a subscription offering to eligible depositors and certain borrowers of
Clifton Savings Bank and to our tax-qualified employee benefit plans, including our employee stock ownership plan. To the extent shares remain available, we
will offer shares in a community


Eliminate the uncertainties associated with the mutual holding company structure under financial reform legislation. Under the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or Dodd-Frank Act, the Federal Reserve Board became the federal regulator of all savings and loan
holding companies and mutual holding companies, which has resulted in changes in regulations applicable to Clifton MHC and old Clifton. Among
other things, these changes have adversely affected our ability to pay cash dividends to our stockholders, including the ability of Clifton MHC to
waive any dividends declared by old Clifton. The conversion will eliminate our mutual holding company structure and will enable us to pay dividends
to our stockholders, subject to the customary legal, regulatory and financial considerations applicable to all financial institutions. See Our Dividend
Policy . It also will eliminate the risk that the Federal Reserve Board will amend existing regulations applicable to the conversion process in a
manner disadvantageous to our public stockholders or depositors.

Transition us to a more familiar and flexible organizational structure. The stock holding company structure is a more familiar form of organization,
which we believe will make our common stock more appealing to investors. The stock holding company structure will also give us greater flexibility
to access the capital markets through possible future equity and debt offerings, although we have no current plans or arrangements for any such
offerings.

Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition
transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for,
mergers and acquisitions of other financial institutions as opportunities arise. The additional capital raised in the offering also will enable us to
consider larger merger transactions. In addition, although we intend to remain an independent financial institution, the stock holding company
structure may make us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit the acquisition of new Clifton for
three years following completion of the conversion.

Improve the liquidity of our shares of common stock. The larger number of shares that will be outstanding after completion of the conversion and
offering is expected to result in a more liquid and active market for new Clifton common stock. A more liquid and active market will make it easier
for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies.
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offering to natural persons residing in Bergen, Passaic, Essex, Morris, Hudson and Union Counties in New Jersey, to our existing public shareholders and to the
general public. If necessary, we will also offer shares to the general public in a syndicated offering or a firm commitment underwritten offering. Once submitted,
orders are irrevocable unless the offering is terminated or is extended beyond [DATE2] , 2014, or the number of shares of common stock to be sold is increased to
more than 21,275,000 shares or decreased to less than 15,725,000 shares. If we extend the offering beyond [DATE2] , 2014, all subscribers will be notified and
given the opportunity to confirm, change or cancel their orders. If no response is received, we will promptly return your funds with interest calculated at Clifton
Savings Banks passbook savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 15,725,000 shares or more than
21,275,000 shares, we will promptly return all funds and set a new offering range. We will then resolicit subscribers, giving them an opportunity to place new
orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated offering
or firm commitment underwritten offering.
The purchase price is $10.00 per share. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the
subscription offering, the community offering or a syndicated offering or firm commitment underwritten offering. Sandler ONeill & Partners, L.P., our marketing
agent in the subscription and community offerings, will use its best efforts to assist us in selling shares of our common stock in the subscription and community
offerings. Sandler ONeill & Partners, L.P. is not obligated to purchase any shares of common stock in the subscription and community offerings.
How We Determined the Offering Range and Exchange Ratio
Federal regulations require that the aggregate purchase price of the securities sold in the offering be based upon our estimated pro forma market value after
the conversion (i.e., taking into account the expected receipt of proceeds from the sale of securities in the offering) as determined by an independent appraisal. In
accordance with the regulations of the Federal Reserve Board, a valuation range is established which ranges from 15% below to 15% above this pro forma market
value. We have retained RP Financial, LC., which is experienced in the evaluation and appraisal of financial institutions, to prepare the appraisal. RP Financial has
indicated that, as of November 15, 2013, the full market value of new Cliftons common stocks was $286.2 million, resulting in a valuation range of $243.3
million at the minimum to $329.1 million at the maximum. This results in an offering range of $157.3 million to $212.8 million, with a midpoint of $185.0
million. RP Financial, LC. will receive a fee of $100,000 for its appraisal report, plus $10,000 for any appraisal updates (of which there will be at least one) and
reimbursement of out-of-pocket expenses.
In preparing its appraisal, RP Financial considered the information in this prospectus, including our financial statements. RP Financial also considered the
following factors, among others:







our historical and projected operating results and financial condition, including, but not limited to, net interest income, the amount and volatility of
interest income and interest expense relative to changes in market conditions and interest rates, asset quality, levels of loan loss provisions, the
amount and sources of non-interest income, and the amount of noninterest expense;

the economic, demographic and competitive characteristics of our market area, including, but not limited to: employment by industry type,
unemployment trends, size and growth of the population, trends in household and per capita income, and deposit market share;

a comparative evaluation of our operating and financial statistics with those of other similarly-situated, publicly-traded savings associations and
savings association holding companies, including a comparative analysis of balance sheet composition, income statement and balance sheet ratios,
and credit and interest rate risk exposure;

the effect of the capital raised in this offering on our net worth and earnings potential, including, but not limited to, the increase in consolidated equity
resulting from the offering, the estimated increase in earnings resulting from the investment of the net proceeds of the offering, and the estimated
impact on consolidated equity and earnings resulting from adoption of the proposed employee stock benefit plans; and
the trading market for old Clifton common stock and securities of comparable institutions and general conditions in the market for such securities.
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Four measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuers book value
and tangible book value and the ratio of the offering price to the issuers reported earnings and core earnings. RP Financial considered these ratios in preparing
its appraisal, among other factors. Book value is the same as total equity and represents the difference between the issuers assets and liabilities. Tangible book
value is equal to total equity minus intangible assets. Core earnings, for purposes of the appraisal, was defined as net earnings after taxes, excluding the after-tax
portion of income from nonrecurring items. In applying each of the valuation methods, RP Financial considered adjustments to our pro forma market value based
on a comparison of old Clifton with the peer group. RP Financial made slight upward adjustments for financial condition and asset growth and made slight
downward adjustments for profitability, growth, viability of earnings, dividends, marketing of the issue and management. No adjustments were made for primary
market area, liquidity of the shares and the effect of government regulations and regulatory reform.
In preparing its appraisal, RP Financial placed emphasis on the price-to-earnings and the price-to-book approaches, although it also considered the price-to-
assets approach as required by applicable Federal Reserve Board regulations. The peer group consisted of ten publicly traded, fully converted, financial institution
holding companies based in the eastern half of the United States, all selected based on asset size, capitalization, profitability and asset quality. The peer group
included the following companies.

The following table presents a summary of selected pricing ratios for new Clifton based on financial data as of or for the twelve months ended
September 30, 2013 and for the peer group companies as of and for the twelve months ended September 30, 2013 or the most recent date for which information is
publicly available, and stock prices as of November 15, 2013, as reflected in the appraisal report.

Compared to the average pricing ratios of the peer group, at the midpoint of the offering range our common stock would be priced at a discount of 19.2% to
the peer group on a price-to-book basis, a discount of 21.9% to the peer group on a price-to-tangible book basis, a premium of 60.3% on a price-to-earnings basis
and a premium of 68.3% on a price-to-core earnings basis. This means that, at the midpoint of the offering range, a share of our common stock would be less
expensive than the peer group on a book value and tangible book value basis and more expensive on a price-to-earnings and price-to-core earnings basis.

Company Name and Ticker Symbol Exchange Headquarters
Total Assets (1)
(in millions)
Northfield Bancorp, Inc. (NFBK) Nasdaq Woodbridge, New Jersey $ 2,727
Bank Mutual Corp. (BKMU) Nasdaq Brown Deer, Wisconsin 2,333
First Connecticut Bancorp, Inc. (FBNK) Nasdaq Farmington, Connecticut 1,992
ESSA Bancorp, Inc. (ESSA) Nasdaq Stroudsburg, Pennsylvania 1,372
Westfield Financial, Inc. (WFD) Nasdaq Westfield, Massachusetts 1,271
Fox Chase Bancorp, Inc. (FXCB) Nasdaq Hatboro, Pennsylvania 1,107
Cape Bancorp, Inc. (CBNJ) Nasdaq Cape May Court House, New Jersey 1,051 (2)
Ocean Shore Holding Co. (OSHC) Nasdaq Ocean City, New Jersey 1,043
BSB Bancorp, Inc. (BLMT) Nasdaq Belmont, Massachusetts 1,023
TF Financial Corporation (THRD) Nasdaq Newtown, Pennsylvania 715 (2)

(1) As of September 30, 2013, unless otherwise indicated.
(2) As of June 30, 2013.

Price to
Earnings Multiple
Price to Core
Earnings Multiple
Price to Book
Value Ratio
Price to Tangible
Book Value Ratio
New Clifton (pro forma):
Minimum 42.07x 44.68x 73.15 % 73.15 %
Midpoint 50.17x 53.33x 80.13 % 80.13 %
Maximum 58.50x 62.24x 86.21 % 86.21 %
Peer group companies as of November 15, 2013:
Average 31.30x 31.68x 99.17 % 102.55 %
Median 25.89x 32.45x 100.73 % 101.94 %
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7
Our board of directors reviewed RP Financials appraisal report, including the methodology and the assumptions used by RP Financial, and determined that
the valuation range was reasonable. Our board of directors has decided to offer the shares for a price of $10.00 per share. The purchase price of $10.00 per share
was determined by us, taking into account, among other factors, the market price of our stock before adoption of the plan of conversion, the requirement under
Federal Reserve Board regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock, and the desired liquidity in
the common stock after the offering. Our board of directors also established the formula for determining the exchange ratio. Based upon such formula and the
offering range, the exchange ratio ranges from a minimum of 0.9097 to a maximum of 1.2307 shares of new Clifton common stock for each current share of old
Clifton common stock, with a midpoint of 1.0702 shares. Based upon this exchange ratio, we expect to issue between 8,602,042 and 11,638,057 shares of new
Clifton common stock to the holders of old Clifton common stock outstanding immediately before the completion of the conversion and offering.
Because of differences in important factors such as operating characteristics, location, financial performance, asset size, capital structure and business
prospects between us and other fully converted institutions, you should not rely on these comparative valuation ratios as an indication as to whether or not our
common stock is an appropriate investment for you. The appraisal is not intended, and must not be construed, as a recommendation of any kind as to the
advisability of purchasing our common stock. You should not assume or expect that the appraisal described above means that our common stock will
trade at or above the $10.00 purchase price after the offering.
Our board of directors makes no recommendation of any kind as to the advisability of purchasing shares of common stock in the offering.
The Exchange of Existing Shares of Old Clifton Common Stock
If you are a shareholder of old Clifton on the date we complete the conversion and offering, your existing shares will be canceled and exchanged for shares
of new Clifton. The number of shares you will receive will be based on an exchange ratio determined as of the completion of the conversion and offering that is
intended to result in old Cliftons existing public shareholders owning approximately 35.4% of new Cliftons common stock, which is the same percentage of old
Clifton common stock currently owned by existing public shareholders as adjusted to reflect the assets of Clifton MHC. The following table shows how the
exchange ratio will adjust, based on the number of shares sold in our offering. The table also shows how many shares a hypothetical owner of 100 shares of old
Clifton common stock would receive in the exchange, based on the number of shares sold in the offering.

We also will convert options previously awarded under old Cliftons 2005 Equity Incentive Plan into options to purchase new Clifton common stock. At
September 30, 2013, there were outstanding options to purchase 1,376,823 shares of old Clifton common stock. The number of outstanding options and related per
share exercise prices will be adjusted based on the exchange ratio. The aggregate exercise price, term and vesting period of the outstanding options will remain
unchanged. If any options are exercised before we complete the offering, the number of shares of old Clifton common stock outstanding will increase and the
exchange ratio would be adjusted.


Shares to be Sold in the
Offering
Shares to be Exchanged for
Existing Shares of
Old Clifton
Total Shares of
Common Stock
to be
Outstanding
Exchange
Ratio

Equivalent
Per Share
Value (1)

Shares to be
Received for
100 Existing
Shares (2) Amount Percent Amount Percent
Minimum 15,725,000 64.6 % 8,602,042 35.4 % 24,327,042 0.9097 $ 9.10 90
Midpoint 18,500,000 64.6 10,120,050 35.4 28,620,050 1.0702 10.70 107
Maximum 21,275,000 64.6 11,638,057 35.4 32,913,057 1.2307 12.31 123

(1) Represents the value of shares of new Clifton common stock received in the conversion by a holder of one share of old Clifton common stock at the
exchange ratio, assuming a market price of $10.00 per share.
(2) Cash will be paid instead of issuing any fractional shares. No fractional shares of new Clifton common stock will be issued in the conversion and offering.
For each fractional share that would otherwise be issued, we will pay cash in an amount equal to the product obtained by multiplying the fractional share
interest to which the holder would otherwise be entitled by the $10.00 per share offering price.
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8
How We Intend to Use the Proceeds of this Offering
The following table summarizes how we intend to use the proceeds of the offering, based on the sale of shares at the minimum and maximum of the offering
range.

Initially, we intend to invest the proceeds of the offering in short-term investments. In the future, new Clifton may use the funds it retains to invest in
securities, pay cash dividends, repurchase shares of its common stock, subject to regulatory restrictions, or for general corporate purposes. Over time, Clifton
Savings Bank intends to use the portion of the proceeds that it receives to fund new loans or purchase loans in our market area. The amount of time that it will take
to deploy the proceeds of the offering into loans will depend primarily on the level of loan demand. We may also use the proceeds of the offering to diversify our
business or acquire other companies as opportunities arise, although we have no specific plans to do so at this time.
Purchases by Directors and Executive Officers
We expect that our directors and executive officers, together with their associates, will subscribe for approximately 99,000 shares. Our directors and
executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and
executive officers have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions
set forth in our plan of conversion. Purchases by our directors and executive officers will count towards the minimum number of shares we must sell to close the
offering. Following the conversion and offering, and including shares received in exchange for shares of old Clifton, our directors and executive officers, together
with their associates, are expected to own shares of new Clifton common stock, which would equal % of our outstanding shares if shares are sold at the
midpoint of the offering range.
Benefits of the Conversion to Management
We intend to expand our employee stock ownership plan and adopt a new equity incentive plan.
Employee Stock Ownership Plan. Our employee stock ownership plan intends to purchase an amount of shares equal to 6.0% of the shares sold in the
offering. The plan will use the proceeds from a 20-year loan from new Clifton to purchase these shares. We reserve the right to purchase shares of common stock
in the open market following the offering to fund all or a portion of the employee stock ownership plan. As the loan is repaid and shares are released from
collateral, the shares will be allocated to the accounts of employee participants. Allocations will be based on a participants individual compensation as a
percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional
compensation expense as a result of this plan. See Pro Forma Data for an illustration of the effects of this plan.
New Equity Incentive Plan. We intend to implement a new equity incentive plan no earlier than six months after completion of the conversion and offering.
We will submit this plan to our shareholders for their approval. If we implement the plan within one year after the conversion, we may grant stock options in an
amount up to 10.0% of the number of shares sold in the offering and restricted stock awards in an amount equal to 4.0% of the shares sold in the offering. Stock
options will be granted at an exercise price equal to 100% of the fair market value of our common stock

(In thousands)
15,725,000
Shares
at $10.00
Per Share
21,275,000
Shares
at $10.00
Per Share
Offering proceeds $ 157,250 $ 212,750
Less: offering expenses 2,806 3,328

Net offering proceeds 154,444 209,422
Less:
Proceeds contributed to Clifton Savings Bank 77,222 104,711
Proceeds used for loan to employee stock ownership plan 9,435 12,765

Proceeds retained by new Clifton $ 67,787 $ 91,946
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9
on the option grant date. Shares of restricted stock will be awarded at no cost to the recipient. We will incur additional compensation expense as a result of this
plan. See Pro Forma Data for an illustration of the effects of this plan. The equity incentive plan may award a greater number of options and restricted stock
awards if the plan is adopted after one year from the date of the completion of the conversion. We have not yet determined when we will present the plan for
stockholder approval and we have not yet determined the number of shares that would be reserved for issuance under this plan. The new equity incentive plan will
comply with all applicable Federal Reserve Board regulations. Our existing 2005 Equity Incentive Plan will continue as a plan of new Clifton.
Potential Dilution And Increased Compensation Costs Related To Equity Benefit Plans . The following table summarizes, at the maximum of the offering
range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted
stock awards and stock options that are expected to be available under the new equity incentive plan (assuming the equity incentive plan is implemented within
one year following completion of the conversion). The equity incentive plan may award a greater number of options and restricted stock awards if the plan is
adopted more than one year after completion of the conversion.

We may fund our plans through open market purchases rather than new issuances of common stock; however, if any options previously granted under our
2005 Equity Incentive Plan are exercised during the first year following completion of the offering, they will be funded with newly-issued shares as Federal
Reserve Board regulations do not permit us to repurchase our shares during the first year following the completion of this offering except to fund the grants of
restricted stock under the stock-based incentive plan or, with prior regulatory approval, under extraordinary circumstances. The Federal Reserve Board has
previously advised that the exercise of outstanding options and cancellation of treasury shares in the conversion will not constitute an extraordinary circumstance
or a compelling business purpose for satisfying this test.

Number of Shares to be Granted or Purchased
Dilution Resulting from
the Issuance of Shares
for Stock Benefit Plans

Total
Estimated
Value At
Maximum of
Offering
Range (Dollars in thousands)
At Maximum of
Offering Range
As a Percentage of
Common Stock to be
Issued in the
Offering (3)
Employee stock ownership plan (1) 1,276,500 6.00 % % $ 12,765
Restricted stock awards (1) 851,000 4.00 2.52 8,510
Stock options (2) 2,127,500 10.00 6.07 4,319

Total 4,255,000 20.00 % 8.59 % $ 25,594

(1) Assumes the value of new Clifton common stock is $10.00 per share for determining the total estimated value.
(2) Assumes the value of a stock option at the date of grant is $2.03. See Pro Forma Data .
(3) At the maximum of the offering range we will sell 21,275,000 shares.
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10
The following table presents information regarding our existing employee stock ownership plan, options and restricted stock previously awarded or
available for future awards under our 2005 Equity Incentive Plan, additional shares purchased by our employee stock ownership plan, and our proposed new
equity incentive plan. The table below assumes that 32,913,057 shares are outstanding after the offering, which includes the sale of 21,275,000 shares in the
offering at the maximum of the offering range and the issuance of 11,638,057 shares in exchange for shares of old Clifton using an exchange ratio of 1.2307. It is
also assumed that the value of the stock is $10.00 per share.


Existing and New Stock Benefit Plans Eligible Participants
Number of Shares
at Maximum of
Offering Range
Estimated Value
of Shares
Percentage of
Shares
Outstanding After
the Conversion and
Offering
(Dollars in thousands)
Employee Stock Ownership Plan: Employees
Shares purchased in 2004 offering (1) 1,352,659 (2) $ 13,527 4.11 %
Shares to be purchased in this offering 1,276,500 12,765 3.88

Total employee stock ownership plan 2,629,159 $ 26,292 7.99 %
Restricted Stock Awards: Directors and employees
2005 Equity Incentive Plan (1) 736,447 (3) $ 7,364 (4) 2.24 %
New shares of restricted stock 851,000 8,510 (4) 2.59

Total shares of restricted stock 1,587,447 $ 15,874 4.82 %
Stock Options: Directors and employees
2005 Equity Incentive Plan (1) 1,841,119 (5) $ 3,737 (6) 5.59 %
New stock options 2,127,500 4,319 (7) 6.46

Total stock options 3,968,619 $ 8,056 12.06 %
Total stock benefit plans 8,185,224 $ 50,222 24.87 %

(1) Number of shares has been adjusted for the 1.2307 exchange ratio at the maximum of the offering range.
(2) As of September 30, 2013, of these shares, ( before adjustment) have been allocated to the accounts of participants.
(3) As of September 30, 2013, of these shares, ( before adjustment) have been awarded and ( before adjustment) remain available
for future awards.
(4) The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is
assumed to be the same as the offering price of $10.00 per share.
(5) As of September 30, 2013, of these shares, options for shares ( shares before adjustment) have been awarded and options for shares
( shares before adjustment) remain available for future grants. As of September 30, 2013, options had been exercised.
(6) The fair value of stock options granted and outstanding under the 2005 Equity Incentive Plan has been estimated using the Black-Scholes option pricing
model. Before the adjustment for the exchange ratio, there were outstanding options with a weighted average fair value of $ per option and
outstanding options with a weighted average fair value of $ per option. Using this value and adjusting for the exchange ratio at the maximum of
the offering range, the fair value of stock options granted or available for grant under the 2005 Equity Incentive Plan has been estimated at $ per option.
(7) For purposes of this table, the fair value of stock options to be granted under the new equity incentive plan has been estimated at $2.03 per option using the
Black-Scholes option pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 2.00%;
expected life, 6.5 years; expected volatility, 23.31%; and risk-free interest rate, 1.91%.
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11
Persons Who Can Order Stock in the Subscription Offering
We are offering shares of new Clifton common stock in a subscription offering to the following persons in the following order of priority:




Shares of common stock not purchased in the subscription offering will be offered for sale to the general public in a community offering, with a preference
given first to natural persons (including trusts of natural persons) residing in the New Jersey Counties of Bergen, Passaic, Essex, Morris, Hudson and Union. To
the extent shares of common stock remain available, we will also offer the shares to old Cliftons public stockholders as of . The community offering
may begin concurrently with, or any time after, the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription
offering or the community offering through a syndicated offering, which would be an offering to the general public on a best efforts basis by a syndicate of
selected broker-dealers. Instead of a syndicated offering, shares not purchased in the subscription offering or the community offering may be sold in a firm
commitment underwritten offering. Sandler ONeill & Partners, L.P. will act as sole book-running manager for any syndicated offering or firm commitment
underwritten offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or in a syndicated offering. Any
determination to accept or reject stock orders in the community offering or any syndicated offering will be based on the facts and circumstances available to
management at the time of the determination.
If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be
allocated in order of the priorities described above under a formula outlined in the plan of conversion. See The Conversion and OfferingSubscription Offering
and Subscription Rights for a description of the allocation procedure.
Subscription Rights are Not Transferable
You are not allowed to transfer your subscription rights and we will act to ensure that you do not do so. You will be required to certify that you are
purchasing shares solely for your own account and that you have no agreement or understanding with another person to sell or transfer subscription rights or the
shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors and borrowers who
enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to
civil enforcement actions or criminal prosecution.
Purchase Limitations
Pursuant to our plan of conversion, our board of directors has established limitations on the purchase of common stock in the offering. These limitations
include the following:



1. Persons with $50 or more on deposit at Clifton Savings Bank as of the close of business on September 30, 2012.
2. Our employee stock ownership plan.

3. Persons with $50 or more on deposit at Clifton Savings Bank as of the close of business on December 31, 2013 who are not eligible in category 1
above.

4. Clifton Savings Banks depositors as of the close of business on who are not in categories 1 or 3 above and borrowers as of March 3,
2004 whose loans continue to be outstanding at .
The minimum purchase is 25 shares.

No individual (or individuals exercising subscription rights through a single qualifying deposit account held jointly) may purchase more than 100,000
shares of common stock in all categories of the stock offering combined.
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12




We may increase or decrease the purchase limitations at any time subject to the Federal Reserve Boards approval. If we increase the maximum purchase
limitation to 5% of the shares of common stock sold in the offering, we may further increase the maximum purchase limitation to 9.99%, provided that orders for
common stock exceeding 5% of the shares of common stock sold in the offering may not exceed in the aggregate 10% of the total shares of common stock sold in
the offering. Our tax-qualified employee benefit plans, including our employee stock ownership plan, are authorized to purchase up to 10% of the shares sold in
the offering, without regard to these purchase limitations.
Conditions to Completing the Conversion and Offering
We cannot complete the conversion and offering unless:





Clifton MHC, which owns 64.0% of the outstanding shares of old Clifton, intends to vote its shares in favor of the plan of conversion. In addition, as of
, 2014, directors and executive officers of old Clifton and their associates beneficially owned shares of old Clifton, representing % of the
outstanding shares. They intend to vote those shares in favor of the plan of conversion.
Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares
We must sell a minimum of 15,725,000 shares to complete the conversion and offering. Purchases by our directors and executive officers and our employee
stock ownership plan will count towards the minimum number of shares we must sell to complete the offering. If we do not receive orders for at least 15,725,000
shares of common stock in the subscription, community and/or syndicated offering or firm commitment underwritten offering, we may increase the purchase
limitations and/or seek regulatory approval to extend the offering beyond [DATE2] , 2014 (provided that any such extension will require us to resolicit
subscribers). Alternatively, we may terminate the offering, in which case we will promptly return your funds with interest calculated at Clifton Savings Banks
passbook savings rate, which is currently % per annum, and cancel all deposit account withdrawal authorizations.


No individual together with any associates and no group of persons acting in concert may purchase more than 200,000 shares of common stock in all
the categories of the stock offering combined. For purposes of applying this limitation, your associates include:

Any person who is related by either blood or marriage to you and who lives in your home or who is a director or senior officer of Clifton
MHC, old Clifton or Clifton Savings Bank;
Companies or other entities in which you are a senior officer or partner or have a 10% or greater beneficial ownership interest; and
Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in another fiduciary capacity.

No individual together with any associates and no group of persons acting in concert may purchase shares of common stock so that, when combined
with shares of new Clifton common stock received in exchange for shares of old Clifton common stock, such person or persons would hold more than
9.9% of the number of shares of new Clifton common stock outstanding upon completion of the conversion and offering. No person will be required
to divest any shares of old Clifton common stock or be limited in the number of shares of new Clifton to be received in exchange for shares of old
Clifton common stock as a result of this purchase limitation. However, you will be required to obtain the approval or non-objection of the Federal
Reserve Board prior to acquiring 10% or more of new Cliftons common stock.
the plan of conversion is approved by at least a majority of the votes eligible to be cast by depositors and certain borrowers of Clifton Savings Bank;

the plan of conversion is approved by the holders of at least two-thirds of the outstanding shares of old Clifton, including the shares held by Clifton
MHC;

the plan of conversion is approved by the holders of at least a majority of the outstanding shares of old Clifton, excluding the shares held by Clifton
MHC;
we sell at least the minimum number of shares offered; and
we receive the final approval of the Federal Reserve Board to complete the conversion and offering.
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13
How to Purchase Common Stock
In the subscription offering and the community offering, you may pay for your shares by:


Clifton Savings Bank is not permitted to lend funds (including funds drawn on a Clifton Savings Bank line of credit) to anyone to purchase shares of
common stock in the offering.
You may not designate on your stock order form a direct withdrawal from a retirement account at Clifton Savings Bank. Additionally, you may not
designate on your stock order form a direct withdrawal from Clifton Savings Bank accounts with check-writing privileges. Instead, a check must be provided.
Personal checks will be immediately cashed, so the funds must be available within the account when your stock order form is received by us. Subscription
funds submitted by check or money order will be held in a segregated account at Clifton Savings Bank until completion or termination of the offering. We will pay
interest calculated at Clifton Savings Banks passbook savings rate from the date those funds are received until completion or termination of the offering.
Withdrawals from certificate of deposit accounts to purchase common stock in the offering may be made without incurring an early withdrawal penalty. All funds
authorized for withdrawal from deposit accounts with Clifton Savings Bank must be available within the deposit accounts at the time the stock order form is
received. A hold will be placed on the amount of funds designated on your stock order form. Those funds will be unavailable to you during the offering; however,
the funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable contractual deposit account
rate until the completion of the offering.
You may deliver your stock order form in one of three ways: by mail, using the stock order reply envelope provided, by overnight delivery to the address
indicated on the stock order form, or by hand-delivery to the Stock Information Center, which is located at . Stock order forms will not be accepted at
any Clifton Savings Bank offices. Once submitted, your order is irrevocable. We are not required to accept copies or facsimiles of order forms.
Using IRA Funds to Purchase Shares in the Offering
You may be able to subscribe for shares of common stock using funds in your individual retirement account(s), or IRA. If you wish to use some or all of the
funds in your Clifton Savings Bank IRA or other retirement account, the applicable funds must first be transferred to a self-directed retirement account maintained
by an unaffiliated institutional trustee or custodian, such as a brokerage firm. An annual fee may be payable to the new trustee. If you do not have such an account,
you will need to establish one and transfer your funds before placing your stock order. Our Stock Information Center can give you guidance if you wish to place an
order for stock using funds held in a retirement account at Clifton Savings Bank or elsewhere. Because processing retirement account transactions takes additional
time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [DATE1] , 2014 offering deadline.
Whether you may use retirement funds for the purchase of shares in the offering will depend on timing constraints and, possibly, limitations imposed by the
institution where the funds are held.
Deadline for Ordering Stock in the Subscription and Community Offerings
The subscription offering will end at : p.m., Eastern time, on [DATE1] , 2014. If you wish to purchase shares, a properly completed and signed original
stock order form, together with full payment for the shares of common stock, must be received (not postmarked) no later than this time. The community offering,
if held, may terminate at the same time, although it may continue until [DATE2] , 2014, or longer if the Federal Reserve Board approves a later date. No single
extension may be for more than 90 days. We are not required to provide notice to you of an extension unless we extend the offering beyond [DATE2] , 2014, in
which case all subscribers in the subscription and community offerings


1. personal check, bank check or money order made payable directly to Clifton Bancorp Inc. (Clifton Savings Bank line of credit checks and third-
party checks of any type will not be accepted); or
2. authorizing us to withdraw money from the types of Clifton Savings Bank deposit accounts identified on the stock order form.
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14
will be notified and given the opportunity to confirm, change or cancel their orders. If no response is received, we will promptly return your funds with interest
calculated at Clifton Savings Banks passbook savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 15,725,000
shares or more than 21,275,000 shares, we will promptly return all funds and set a new offering range. All subscribers will be notified and given the opportunity to
place a new order.
Market for New Cliftons Common Stock
Old Cliftons common stock currently trades on the Nasdaq Global Select Market under the symbol CSBK, and we expect the shares of new Cliftons
common stock will also trade on the Nasdaq Global Select Market under the symbol CSBK. After shares of the common stock begin trading, you may contact a
stock broker to buy or sell shares. There can be no assurance that persons purchasing the common stock in the offering will be able to sell their shares at or above
the $10.00 offering price, and brokerage firms typically charge commissions related to the purchase or sale of securities.
Our Dividend Policy
After the completion of the conversion, we intend to pay cash dividends on a quarterly basis. Initially, we expect the quarterly dividends to be $0.05 per
share, which equals $0.20 per share on an annualized basis and an annual yield of 2.0% based on a price of $10.00 per share. The dividend rate and our ability to
continue to pay dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax
considerations, statutory and regulatory limitations and general economic conditions. No assurance can be given that we will continue to pay dividends or that they
will not be reduced or eliminated in the future.
Tax Consequences
As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise
subscription rights. Existing shareholders of old Clifton who receive cash in lieu of fractional share interests in shares of new Clifton will recognize gain or loss
equal to the difference between the cash received and the tax basis of the fractional share. Kilpatrick Townsend & Stockton LLP and BDO USA, LLP have issued
us opinions to this effect. See The Conversion and OfferingMaterial Income Tax Consequences.
Book Entry Delivery
All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of
common stock issued in the subscription and community offerings or in any syndicated offering will be mailed by our transfer agent to the persons entitled thereto
at the registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and offering. We expect
trading in the stock to begin on the day of completion of the conversion and offering or the next business day. The conversion and offering are expected to be
completed as soon as practicable following satisfaction of the conditions described above in Conditions to Completing the Conversion and Offering. It is
possible that until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to
sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common
stock before receiving your statement will depend on arrangements you may make with a brokerage firm.
Stock Information Center
Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the offering,
please call our Stock Information Center. The telephone number is . The Stock Information Center is open Monday through Friday from : a.m. to
: p.m., Eastern time. The Stock Information Center will be closed weekends and bank holidays.

Table of Contents
Risk Factors
You should consider carefully the following risk factors before purchasing shares of new Clifton common stock.
Risks Related to Our Business
Changes in interest rates may hurt our profits and asset value and our strategies for managing interest rate risk may not be effective.
Like other financial institutions, we are subject to interest rate risk. Our primary source of income is net interest income, which is the difference between interest
earned on loans and investments and the interest paid on deposits and borrowings. Changes in the general level of interest rates can affect our net interest income by
affecting the difference between the weighted-average yield earned on our interest-earning assets and the weighted-average rate paid on our interest-bearing liabilities, or
interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect: (1) our ability to originate
loans; (2) the value of our interest-earning assets and our ability to realize gains from the sale of such assets; (3) our ability to obtain and retain deposits in competition
with other available investment alternatives; and (4) the ability of our borrowers to repay their loans, particularly adjustable or variable rate loans. Interest rates are
highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond our
control. At September 30, 2013, in the event of a 200 basis point increase in interest rates, we would be expected to experience a 31.74% decrease in net portfolio value
and a $1.5 million, or 6.01%, decrease in net interest income. Although we believe that the estimated maturities of our interest-earning assets currently are well balanced
in relation to the estimated maturities of our interest-bearing liabilities, our profitability could be adversely affected as a result of changes in interest rates.
In order to decrease interest rate risk, we utilize a variety of asset and liability management strategies such as increasing the amount of adjustable rate loans and
short term investments, as well as using longer term Federal Home Loan Bank advances. In addition, we price longer term certificates of deposit at an attractive rate to
extend the average term of our deposits. Due to market conditions and customer demand, these strategies may not be effective in decreasing our interest rate risk. In
addition, our interest rate risk mitigation strategies may be influenced by regulatory guidance and directives. As a result, we may be required to take actions that, while
mitigating our interest rate risk, may negatively impact our earnings.
Our planned increase in multi-family and commercial real estate lending could expose us to increased lending risks and related loan losses.
In late 2012, we established a commercial loan department to expand our multi-family and commercial lending activities. Our current business strategy is to
continue to increase our originations of multi-family and commercial real estate loans in accordance with our conservative underwriting guidelines. Multi-family and
commercial real estate loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of
the loans often depends on the successful operation of the properties and the income stream of the borrowers. Such loans typically involve larger loan balances to single
borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Further, the offering will allow us to increase our loans-to-one
borrower limit which may result in larger loan balances. In addition, to the extent that borrowers have more than one multi-family or commercial loan outstanding, an
adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with
respect to a one-to four-family residential real estate loan. Furthermore, if loans that are collateralized by multi-family or commercial real estate become troubled and the
value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the
time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.
It may also be difficult for us to assess the future performance of newly originated multi-family and commercial real estate loans because our relatively limited
experience in this type of lending does not provide us with a significant payment history from which to judge future collectability, especially in the current weak
economic environment. Accordingly, these unseasoned loans may experience higher delinquency or charge-off levels than our historical loan portfolio experience,
which could adversely affect our future performance.
Our financial condition and results of operations could be negatively impacted if we fail to grow.
From March 31, 2009 to March 31, 2013, we experienced very little growth, with our total assets increasing only 5.9% in the aggregate and total loans decreasing
2.3% in the aggregate during that four-year period. Further, since becoming a

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public company in 2004, we have not expanded our operations through the acquisition of any other banks, businesses or branches. In late 2012, we determined to grow
our one- to four-family loan portfolio by expanding our origination channels and through loan purchases and we established a commercial loan department to expand
our multi-family and commercial lending activities. In addition, after the offering we intend to review acquisition opportunities that we believe will enhance our
franchise, further our business strategy and yield long-term financial benefits for our stockholders. While we expect to grow our assets and the scale of our operations,
whether through organic growth or acquisitions, achieving these goals requires us to successfully execute our business strategies. Numerous factors will affect our loan
growth and diversification strategy, such as our ability to manage our growth, competition, interest rates, managerial resources, our ability to hire and retain qualified
personnel, the effectiveness of our marketing strategy, our ability to attract deposits and the continued availability of loan opportunities that meet our conservative
underwriting standards. In addition, our ability to expand by acquiring other banks, businesses, or branches is limited by the availability of and competition for attractive
business opportunities, our management teams relative inexperience with such transactions and other risks commonly associated with acquisitions, including, among
other things, difficulty in estimating the value and asset quality of a target company, inability to realize the expected revenue increases or cost savings, increases in
geographic or product presence, and/or other projected benefits and potential disruption to our business. Failure to effectively grow could have a material adverse effect
on our business, future prospects, financial condition or results of operations, and could adversely affect our ability to successfully implement our business strategy.
Furthermore, if we grow more slowly than anticipated, our operating results could be adversely affected.
Our business and operations could be negatively affected by our transition to new management.
John A. Celentano, Jr., who currently serves as our Chairman and Chief Executive Officer and as the Chairman of Clifton Savings Bank, and who has served as a
director for over 50 years and as an executive officer for over 10 years, and Walter Celuch, who currently serves as our President and as the President and Chief
Executive Officer of Clifton Savings Bank and has been affiliated with us for over 25 years, will both be retiring from those positions effective as of December 31, 2013.
The Board of Directors has appointed Paul M. Aguggia to serve as Chairman, Chief Executive Officer and President of old Clifton and Clifton Savings Bank, effective
January 1, 2014. Mr. Aguggia, a practicing lawyer representing financial institutions for over 25 years, is the former Chairman and leader of the financial institutions
practice group of the global law firm Kilpatrick Townsend & Stockton LLP, and has served as Clifton Savings Banks primary outside legal counsel for over ten years.
The loss of the services of Messrs. Celentano and Celuch, with over 75 years of combined experience with Clifton Savings Bank, may result in a gap in
institutional knowledge that may not be fully replicated with our existing management team and the addition of Mr. Aguggia. In addition, as with any change in
personnel at a senior management level, there will be a period of transition as Mr. Aguggia assimilates into his new role. Although Mr. Aguggia has extensive law firm
managerial experience, particularly as a result of his role as Chairman of Kilpatrick Townsend & Stockton LLP, and is familiar with us through his service as outside
legal counsel, we expect that he will need time to develop a full understanding of the detailed operations of our institution and grow comfortable with business decision
making for a financial institution before he reaches full effectiveness. During this transition period, we could experience operational disruptions, and the implementation
of our business strategy and growth plans could be negatively affected or delayed. As a result, our ability to successfully transition the operation of our company to new
management, and to do so in a timely manner, may have a negative effect on our business results.
Our earnings may be negatively impacted as a result of our plans to grow and diversify our loan portfolio.
As a result of our strategy to grow and diversify our loan portfolio by increasing our multi-family and commercial real estate lending activities, we will likely
incur increased operating expenses associated with the hiring of additional commercial lending personnel and the addition of appropriate infrastructure that will be
necessary to implement this strategy. These expenses will relate to salaries and employee benefits for additional lending and support staff, increased marketing efforts,
investment in technology and developing our business and checking products to better serve commercial customers. We anticipate that we will generate sufficient
income to offset the expenses related to this growth and diversification strategy, but we cannot assure you that our increased lending efforts will be immediately
accretive to earnings.

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A return of recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which
could have an adverse effect on our results of operations.
Although the U.S. economy has emerged from the severe recession that occurred in 2008 and 2009, economic growth has been slow and uneven, and
unemployment levels remain high. Recovery by many businesses has been impaired by lower consumer spending. A return to prolonged deteriorating economic
conditions could significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability.
Further declines in real estate values and sales volumes and continued elevated unemployment levels may result in higher than expected loan delinquencies, increases in
our non-performing and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our
financial condition and results of operations. Our non-performing assets and troubled debt restructurings increased from $265,000 at March 31, 2008 to $6.1 million at
March 31, 2013. Since that time, the amount of non-performing assets and troubled debt restructurings has declined to $5.4 million at September 30, 2013. Reduction in
problem assets has been slow, and the process has been exacerbated by the condition of some of the properties securing non-performing loans, the lengthy foreclosure
process in New Jersey and extended workout plans with certain borrowers. As we work through the resolution of these assets, continued economic problems may cause
us to incur losses and may adversely affect our capital, liquidity, and financial condition.
Our emphasis on residential mortgage loans exposes us to lending risks.
At September 30, 2013, $501.3 million, or 90.2%, of our loan portfolio was secured by one- to four-family real estate and we intend to continue to emphasize this
type of lending after the offering. One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly
impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. The decline in residential real estate values as a result of
the downturn in our local housing market has reduced the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some
of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real
estate collateral.
The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.
While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our
loan portfolio is comprised of loans secured by property located in northern New Jersey. This makes us vulnerable to a downturn in the local economy and real estate
markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of
our borrowers to repay their loans, which could impact our net interest income. Decreases in local real estate values caused by economic conditions or other events could
adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure.
If our allowance for loan losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.
In determining the amount of the allowance for loan losses, we analyze our loss and delinquency experience by loan categories and we consider the effect of
existing economic conditions. In addition, we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of
our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. If the results of our analyses are incorrect, our
allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance and would decrease our net
income. Our emphasis on loan growth and on increasing our portfolio of multi-family and commercial real estate loans, as well any future credit deterioration, could also
require us to increase our allowance further in the future.
In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further
loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our
results of operations and financial condition.

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Our plans to return excess capital to stockholders are limited by extensive government regulation.
Government regulations and regulatory policies may affect our ability to pay dividends, repurchase shares of common stock or otherwise engage in capital
distributions. After the offering, we intend to manage our capital position, using appropriate capital management tools, to return excess capital to our stockholders. In
particular, we expect to resume stock repurchases after completion of the conversion subject to market conditions and regulatory restrictions. Under current federal
regulations, subject to certain exceptions, we may not repurchase shares of our common stock during the first year following the completion of the conversion. Further,
Federal Reserve Board policy generally limits our ability to repurchase stock in certain circumstances. See Use of Proceeds . In addition, following the completion of
the conversion we intend to continue the payment of regular quarterly dividends. Initially, we expect the quarterly dividends to be $0.05 per share, which equals $0.20
per share on an annualized basis. Federal Reserve Board policy limits our ability to pay dividends and provides for prior regulatory review of capital distributions in
certain circumstances. See Our Dividend Policy .
Our strategy of transitioning from higher-rate non-core deposits to lower cost core deposits may not be successful.
Core deposits, including checking, savings and money market accounts, are a lower cost source of funds than time deposits, and we have made a concerted effort
to increase lower-cost transaction and savings deposit accounts and reduce our dependence on traditionally higher cost certificates of deposit. Our current strategy is to
competitively price our core deposits in order to increase core deposit relationships. In addition, we also occasionally introduce new products or offer promotional
deposit rates on certain deposit products in order to attract deposits. Accordingly, during the year ended March 31, 2013, we began pricing deposits to allow for a
controlled outflow of higher-rate non-core deposits in order to maintain the net interest margin and spread in the current economic environment. As a result of this
strategy, deposits decreased $46.0 million, or 5.5%, to $791.4 million at September 30, 2013 from $837.4 million at March 31, 2011. In addition, our ratio of certificates
of deposit to total deposits has decreased from 78.1% at March 31, 2011 to 70.4% at September 30, 2013. Certificates of deposit due within one year of September 30,
2013 totaled $318.7 million, or 40.3% of total deposits. If these deposits do not remain with us, and we are not successful in attracting lower cost core deposits, we will
be required to seek other sources of funds, including other certificates of deposit and lines of credit. Depending on market conditions, we may be required to pay higher
rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2014.
Regulation of the financial services industry is undergoing major changes, and we may be adversely affected by changes in laws and regulations.
We are subject to extensive government regulation, supervision and examination. Such regulation, supervision and examination govern the activities in which we
may engage, and is intended primarily for the protection of the deposit insurance fund and our depositors.
In 2010 and 2011, in response to the financial crisis and recession that began in 2008, significant regulatory and legislative changes resulted in broad reform and
increased regulation affecting financial institutions. The Dodd-Frank Act has created a significant shift in the way financial institutions operate and has restructured the
regulation of depository institutions by merging the Office of Thrift Supervision, which previously regulated Clifton Savings Bank, into the Office of the Comptroller of
the Currency, and assigning the regulation of savings and loan holding companies, including old Clifton, to the Federal Reserve Board. The Dodd-Frank Act also created
the Consumer Financial Protection Bureau to administer consumer protection and fair lending laws, a function that was formerly performed by the depository institution
regulators. As required by the Dodd-Frank Act, the federal banking regulators have proposed new consolidated capital requirements that will limit our ability to borrow
at the holding company level and invest the proceeds from such borrowings as capital in Clifton Savings Bank that could be leveraged to support additional growth. The
Dodd-Frank Act contains various other provisions designed to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as
occurred in 2008 and 2009. The full impact of the Dodd-Frank Act on our business and operations may not be known for years until final regulations implementing the
statute are adopted. The Dodd-Frank Act may have a material impact on our operations, particularly through increased regulatory burden and compliance costs. Any
future legislative changes could have a material impact on our profitability, the value of assets held for investment or the value of collateral for loans. Future legislative
changes could also require changes to business practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk.

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In addition to the enactment of the Dodd-Frank Act, the federal regulatory agencies recently have begun to take stronger supervisory actions against financial
institutions that have experienced increased loan losses and other weaknesses as a result of the recent economic crisis. These actions include the entering into of written
agreements and cease and desist orders that place certain limitations on their operations. Federal bank regulators recently have also been using with more frequency their
ability to impose individual minimal capital requirements on banks, which requirements may be higher than those imposed under the Dodd-Frank Act or which would
otherwise qualify the bank as being well capitalized under the Office of the Comptroller of the Currencys prompt corrective action regulations. If we were to become
subject to a supervisory agreement or higher individual capital requirements, such action may have a negative impact on our ability to execute our business plans, as well
as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions and may result in restrictions in our operations. See Regulation and
SupervisionFederal Banking RegulationCapital Requirements for a discussion of regulatory capital requirements.
Strong competition within our market area could hurt our profits and slow growth.
Our profitability depends upon our continued ability to compete successfully in our market area. Although we consider ourselves competitive in our market area,
we face intense competition both in making loans and attracting deposits. We continue to face stiff competition for one- to four-family residential loans from other
financial service providers, particularly large national residential lenders. Other competitors for one- to four-family residential loans include credit unions and mortgage
brokers which keep overhead costs and mortgage rates down by selling loans and not holding or servicing them. Our competitors for multi-family and commercial real
estate loans include other community bank commercial lenders, many of which are larger than us and have greater resources and lending limits than we have and offer
services that we do not provide. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net
interest income. We expect competition to remain strong in the future even though there are increased legislative, regulatory and technological changes and a continuing
trend of consolidation in the financial services industry.
We may have unanticipated credit risk in our investment and mortgage-backed securities portfolio.
At September 30, 2013, $456.0 million, or 42.1%, of our assets consisted of investment and mortgage-backed securities, $323.6 million, or 29.9%, of which were
issued by, or have principal and interest payments guaranteed by, Fannie Mae or Freddie Mac. On September 7, 2008, the Federal Housing Finance Agency placed
Fannie Mae and Freddie Mac into federal conservatorship. Although the federal government has committed substantial capital to Fannie Mae and Freddie Mac, these
credit facilities and other capital infusions may not be adequate for their needs. If the financial support is inadequate, or if additional support is not provided when
needed, these companies could continue to suffer losses and could fail to honor their guarantees and other obligations. As a result, the future roles of Fannie Mae and
Freddie Mac could be significantly altered. Failure by Fannie Mae or Freddie Mac to honor their guarantees or obligations, or a significant restructuring of their roles,
could have a significant adverse effect on the market value and cash flows of the investment and mortgage-backed securities we hold, which could result in substantial
losses.
Our information systems may experience an interruption or breach in security.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security or operational integrity of
those systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. The occurrence of any
failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory
scrutiny or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of
operations.
Improvements in technology may increase our costs and impact our growth strategies.
We plan to update existing technologies and implement new technologies to enhance the customer experience and ultimately increase the efficiency of our
operations. We believe such technological changes are necessary to be able to effectively compete in our marketplace. Such changes could increase expenses. In
addition, we may experience delays in acquisition and implementation of new technologies which could further increase costs and adversely impact our growth
strategies.

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Risks Related to the Offering
Our return on equity will be low compared to other publicly traded financial institutions. A low return on equity may negatively impact the trading price of
our common stock.
Net income divided by average equity, known as return on equity, is a ratio used by many investors to compare the performance of a financial institution with
its peers. For the twelve months ended September 30, 2013, our return on equity was 3.31% and we expect that our return on equity will remain low as a result of the
additional capital that we will raise in the offering. For example, our pro forma return on equity for the twelve months ended September 30, 2013 is 1.47%, assuming the
sale of shares at the maximum of the offering range. In comparison, the peer group used by RP Financial in its appraisal had an average return on equity of 3.80% for the
twelve months ended September 30, 2013. We expect our return on equity will remain low until we are able to leverage the additional capital we receive from the
offering. Over time, we intend to use the net proceeds from the offering to increase earnings per share and book value per share, with the goal of achieving a return on
equity that is competitive with other similarly situated publicly held companies. This goal could take a number of years to achieve, and we might not attain it.
Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our
common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See
Pro Forma Data for an illustration of the financial impact of the offering.
Our share price will fluctuate.
If you purchase shares in the offering, you might not be able to sell them later at or above the $10.00 purchase price. After the shares of our common stock begin
trading, the trading price of the common stock will be determined by the marketplace and will be influenced by many factors outside of our control, including:







Beginning in 2007 and through the present, the business environment for financial services firms has been extremely challenging. During this period, many
publicly traded financial services companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance or prospects of such companies. We may experience market fluctuations that are not directly related to our operating performance but are influenced by the
markets perception of the state of the financial services industry in general and, in particular, the markets assessment of general credit quality conditions, including
default and foreclosure rates in the industry.
While the U.S. and other governments continue efforts to restore confidence in financial markets and promote economic growth, any further market and economic
turmoil occurring in the near- or long-term may negatively affect our business, financial condition and results of operations, as well as the price, trading volume and
volatility of our common stock.
Additional expenses following the offering from new equity benefit plans will adversely affect our profitability.
We will recognize additional annual employee compensation and benefit expenses resulting from the purchase of additional shares by our employee stock
ownership plan, and the implementation of a new equity incentive plan if approved by stockholders. These additional expenses will adversely affect our profitability.
Although we cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices
generally require that they be based on the fair value of the options or shares of common stock at the date of grant, with

20
operating results that vary from the expectations of our management or of securities analysts and investors;
developments in our business or in the financial services sector generally;
regulatory or legislative changes affecting our industry generally or our business and operations;
operating and securities price performance of companies that investors consider to be comparable to us;
changes in estimates or recommendations by securities analysts;
announcements of strategic developments, acquisitions, dispositions, financings and other material events by us or our competitors; and

changes in financial markets and national and local economies and general market conditions, such as interest rates and stock, commodity, credit or asset
valuations or volatility.
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respect to the equity incentive plan, and the average market value of the shares during the year in which shares are committed to be released and allocated, with respect
to the employee stock ownership plan, we expect these expenses to be material. We will recognize expenses for our employee stock ownership plan when shares are
committed to be released and allocated to participants accounts as the trustee repays the loan used to acquire the shares over the expected 20-year loan term. We will
recognize expenses for restricted stock awards and stock options generally over the vesting period of awards made to recipients. These benefit expenses in the first year
following the offering have been estimated to be approximately $1.9 million, after taxes, at the maximum of the offering range, as set forth in the pro forma financial
information under Pro Forma Data assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending
on the price of our common stock. For further discussion of these plans, see Our ManagementBenefit Plans .
We have broad discretion in allocating the proceeds of the offering.
We intend to contribute approximately 50% of the net proceeds of the offering to Clifton Savings Bank and to use approximately 6.1% of the net proceeds to fund
the loan to the employee stock ownership plan. We may use the proceeds retained by the holding company to, among other things, invest in securities, pay cash
dividends or repurchase shares of common stock, subject to regulatory restrictions. Clifton Savings Bank may use the portion of the proceeds that it receives to fund new
loans, repay outstanding borrowings, invest in securities and expand its business activities. We may also use the proceeds of the offering to diversify our business and
acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and we
will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our use of these funds might
reduce profitability and differ from the expectations of investors.
Issuance of shares for benefit programs may dilute your ownership interest.
We intend to adopt a new equity incentive plan following the offering, subject to shareholder approval. We may fund the equity incentive plan through the
purchase of common stock in the open market (subject to regulatory restrictions) or by issuing new shares of common stock. If we fund the awards under the equity
incentive plan with new shares of common stock, your ownership interest would be diluted by approximately %, assuming we award all of the shares and options
available under the plan. We currently have outstanding options and shares available for future stock options under our 2005 Equity Incentive Plan. If we fund the
awards under our existing plan with new shares of stock, your ownership interest would be diluted by approximately %, assuming we award all of the shares and
options available under the plan. See Pro Forma Data and Our ManagementBenefit Plans .
The articles of incorporation and bylaws of new Clifton and certain laws and regulations may prevent or make more difficult certain transactions, including a
sale or merger of new Clifton.
Provisions of the articles of incorporation and bylaws of new Clifton, state corporate law and federal banking regulations may make it more difficult for
companies or persons to acquire control of new Clifton. As a result, our shareholders may not have the opportunity to participate in such a transaction and the trading
price of our common stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. The factors that may discourage takeover attempts
or make them more difficult include:









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Articles of incorporation and bylaws. Provisions of the articles of incorporation and bylaws of new Clifton may make it more difficult and expensive to
pursue a takeover attempt that the board of directors opposes. Some of these provisions currently exist in the charter and bylaws of old Clifton. These
provisions also make more difficult the removal of current directors or management, or the election of new directors. These provisions include:
a limitation on the right to vote shares;
the election of directors to staggered terms of three years;
provisions regarding the timing and content of shareholder proposals and nominations;
provisions restricting the calling of special meetings of shareholders;
the absence of cumulative voting by shareholders in the election of directors;
the removal of directors only for cause; and
supermajority voting requirements for changes to some provisions of the articles of incorporation and bylaws.
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Maryland anti-takeover statute. Under Maryland law, any person who acquires more than 10% of a Maryland corporation without prior approval of its
board of directors is prohibited from engaging in any type of business combination with the corporation for a five-year period. Any business combination
after the five-year period would be subject to supermajority shareholder approval or minimum price requirements.

Federal Reserve Board regulations. Federal Reserve Board regulations prohibit, for three years following the completion of a mutual-to-stock conversion,
including a second-step conversion, the offer to acquire or the acquisition of more than 10% of any class of equity security of a converted institution
without the prior approval of the Federal Reserve Board. See Restrictions on Acquisition of New Clifton.
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A Warning About Forward-Looking Statements
This prospectus contains forward-looking statements, which can be identified by the use of words such as believes, expects, anticipates, estimates or
similar expressions. Forward-looking statements include, but are not limited to:




These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-
looking statements due to, among others, the following factors:









Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate
assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.
Further information on other factors that could affect us are included in the section captioned Risk Factors .

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statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
general economic conditions, either nationally or in our market area, that are worse than expected;

changes in the interest rate environment that reduce our interest margins, reduce the fair value of financial instruments or reduce the demand for our loan
products;
increased competitive pressures among financial services companies;
changes in consumer spending, borrowing and savings habits;
legislative or regulatory changes that adversely affect our business;
technological changes may be more difficult or expensive than expected;
success or consummation of new business initiatives may be more difficult or expensive than expected;
adverse changes in the securities markets; and

changes in accounting policies and practices, as may be adopted by Clifton Savings Bank, regulatory agencies, the Securities and Exchange Commission or
the Financial Accounting Standards Board.
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Selected Consolidated Financial and Other Data
The summary financial information presented below is derived in part from our consolidated financial statements. The following is only a summary and you
should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information as of March 31, 2013 and 2012 and for the
years ended March 31, 2013, 2012 and 2011 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at
March 31, 2011, 2010 and 2009 and for the years ended March 31, 2010 and 2009 is derived in part from our audited financial statements that do not appear in this
prospectus. The information as of September 30, 2013 and 2012 and for the six months ended September 30, 2013 and 2012 was not audited, but in the opinion of
management, reflects all adjustments necessary for a fair presentation of these interim periods. All of these adjustments are normal and recurring. The results of
operations for the six months ended September 30, 2013 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. The
information presented below reflects old Clifton on a consolidated basis and does not include the financial condition, results of operations or other data of Clifton MHC.



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At
September 30, At Year Ended March 31,
(Dollars in thousands) 2013 2013 2012 2011 2010 2009
(unaudited)
Financial Condition Data:
Total assets $ 1,082,866 $ 1,016,084 $ 1,101,440 $ 1,122,633 $ 1,067,707 $ 959,770
Loans receivable, net 554,450 456,812 436,833 441,746 477,516 468,500
Cash and cash equivalents 14,812 25,896 40,257 58,069 33,461 51,126
Securities 456,023 478,127 574,209 571,059 507,913 394,374
Deposits 791,387 763,692 826,275 837,385 758,152 633,582
FHLB advances 92,500 52,500 78,679 95,668 123,737 144,272
Total stockholders equity 188,521 187,328 186,461 179,966 175,992 173,164

Six Months Ended
September 30, Year Ended March 31,
(Dollars in thousands, except per share data) 2013 2012 2013 2012 2011 2010 2009
(unaudited)
Operating Data:
Interest income $ 16,497 $ 18,530 $ 35,393 $ 41,074 $ 44,940 $ 44,956 $ 44,401
Interest expense 5,028 6,500 11,837 16,149 19,245 22,966 25,939

Net interest income 11,469 12,030 23,556 24,925 25,695 21,990 18,462
Provision for loan losses 536 292 762 247 102 433 260

Net interest income after provision for loan losses 10,933 11,738 22,794 24,678 25,593 21,557 18,202
Noninterest income (excluding gains and losses) 638 546 1,136 1,078 1,107 1,136 1,150
Net (loss) gain on sale and disposal of premises and equipment (3 ) (9 ) 327
Loss on write-down of land for sale (99 ) (99 ) (156 ) (397 )
Loss on extinguishment of debt (527 ) (527 )
Gain on sale of securities 566 647 647 872
Noninterest expenses 7,297 6,803 13,911 13,539 13,814 13,250 11,852

Income before income taxes 4,840 5,502 10,037 12,052 13,688 9,443 7,500
Income taxes 1,687 1,934 3,427 4,175 4,876 3,146 2,364

Net income $ 3,153 $ 3,568 $ 6,610 $ 7,877 $ 8,812 $ 6,297 $ 5,136

Basic and diluted earnings per share $ 0.12 $ 0.14 $ 0.26 $ 0.31 $ 0.34 $ 0.24 $ 0.20
Table of Contents

25

At or For the
Six Months Ended
September 30, At or For the Year Ended March 31,
2013 2012 2013 2012 2011 2010 2009
(unaudited)
Performance Ratios (1):
Return on average assets 0.60 % 0.67 % 0.63 % 0.70 % 0.79 % 0.62 % 0.56 %
Return on average equity 3.36 % 3.82 % 3.54 % 4.30 % 4.97 % 3.60 % 3.01 %
Interest rate spread (2) 2.17 % 2.15 % 2.18 % 2.13 % 2.20 % 1.96 % 1.59 %
Net interest margin (3) 2.34 % 2.38 % 2.39 % 2.36 % 2.46 % 2.31 % 2.12 %
Noninterest expense to average assets 1.39 % 1.27 % 1.33 % 1.20 % 1.24 % 1.30 % 1.29 %
Efficiency ratio (4) 57.58 % 54.00 % 56.30 % 52.40 % 50.04 % 57.29 % 60.43 %
Average interest-earning assets to average interest-bearing liabilities 1.17 x 1.18 x 1.18 x 1.15 x 1.14 x 1.14 x 1.18 x
Average equity to average assets 17.90 % 17.41 % 17.81 % 16.29 % 15.96 % 17.10 % 18.51 %
Basic and diluted earnings per share $ 0.12 $ 0.14 $ 0.26 $ 0.31 $ 0.34 $ 0.24 $ 0.20
Dividends per share (5) $ 0.12 $ 0.12 $ 0.24 $ 0.24 $ 0.24 $ 0.20 $ 0.20
Dividend payout ratio (5) 98.26 % 86.21 % 93.09 % 26.77 % 23.90 % 28.98 % 36.45 %
Capital Ratios (6 ):
Core (tier 1) capital 15.29 % 15.82 % 16.41 % 14.58 % 14.12 % 14.52 % 15.61 %
Tier 1 risk-based capital 35.66 % 39.30 % 39.92 % 37.82 % 41.37 % 40.91 % 41.56 %
Total risk-based capital 36.29 % 39.86 % 40.52 % 38.31 % 41.86 % 41.45 % 42.04 %
Asset Quality Ratios:
Allowance for loan losses as a percent of total gross loans 0.53 % 0.50 % 0.55 % 0.48 % 0.42 % 0.43 % 0.36 %
Allowance for loan losses as a percent of nonperforming loans 62.18 % 54.98 % 42.41 % 55.38 % 58.55 % 83.27 % 195.40 %
Net charge-offs to average outstanding loans during the period 0.02 % 0.02 % 0.08 % 0.01 % 0.06 % 0.02 % 0.00 %
Nonperforming loans as a percent of total gross loans 0.85 % 0.91 % 1.29 % 0.86 % 0.72 % 0.51 % 0.19 %
Nonperforming assets as a percent of total assets 0.48 % 0.43 % 0.60 % 0.36 % 0.30 % 0.23 % 0.09 %
Other Data:
Number of full service customer service facilities 12 12 12 12 12 11 10

(1) Performance ratios for the six months ended September 30, 2013 and 2012 are annualized.
(2) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3) Represents net interest income as a percent of average interest-earning assets.
(4) Represents noninterest expense divided by the sum of net interest income and noninterest income, including gains and losses on the sale, disposal or write-down
of assets and extinguishment of debt.
(5) Reflects only shares of common stock held by stockholders other than Clifton MHC for all periods except the 2013 periods and the six months ended
September 30, 2012 as Clifton MHC waived its receipt of dividends for all other periods.
(6) Ratios are for Clifton Savings Bank and subsidiary only.
Table of Contents
Use of Proceeds
The following table shows how we intend to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock
sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Clifton Savings
Bank will reduce Clifton Savings Banks deposits and will not result in the receipt of new funds for investment. See Pro Forma Data for the assumptions used to
arrive at these amounts.

We initially intend to invest the proceeds retained from the offering at new Clifton in short-term investments, such as U.S. treasury and government agency
securities and cash and cash equivalents. The actual amounts to be invested in different instruments will depend on the interest rate environment and new Cliftons
liquidity requirements. In the future, new Clifton may liquidate its investments and use those funds:




Under current Federal Reserve Board regulations, we may not repurchase shares of our common stock during the first year following completion of the
conversion and offering, except to fund equity benefit plans other than stock options or, with prior regulatory approval, when extraordinary circumstances exist. See
Regulation and SupervisionHolding Company Regulation for a discussion of additional regulatory limitations on stock repurchases. For a discussion of our
dividend policy and regulatory matters relating to the payment of dividends, see Our Dividend Policy .
Clifton Savings Bank initially intends to invest the proceeds it receives from the offering, which is shown in the table above as the amount contributed to Clifton
Savings Bank, in short-term investments. Over time, Clifton Savings Bank may use the proceeds that it receives from the offering:




Except as described above, we have no specific plans for the investment of the proceeds of the offering and have not allocated a specific portion of the proceeds
to any particular use.

26

Minimum
of
Offering Range
Midpoint
of
Offering Range
Maximum
of
Offering Range
(Dollars in thousands)
15,725,000

Shares at
$10.00
Per Share
Percent of

Net
Proceeds
18,500,000

Shares at
$10.00
Per Share
Percent of

Net
Proceeds
21,275,000

Shares at
$10.00
Per Share
Percent of

Net
Proceeds
Offering proceeds $ 157,250 $ 185,000 $ 212,750
Less: offering expenses 2,806 3,067 3,328

Net offering proceeds 154,444 100.0 % 181,933 100.0 % 209,422 100.0 %
Less:
Proceeds contributed to Clifton Savings Bank 77,222 50.0 90,966 50.0 104,711 50.0
Proceeds used for loan to employee stock ownership plan 9,435 6.1 11,100 6.1 12,765 6.1

Proceeds retained by new Clifton $ 67,787 43.9 % $ 79,866 43.9 % $ 91,946 43.9 %

to pay dividends to shareholders;
to repurchase shares of its common stock, subject to bank regulatory restrictions;

to finance the possible acquisition of financial institutions or other businesses that are related to banking, subject to bank regulatory restrictions and any
required bank regulatory approvals; and
for general corporate purposes, including contributing additional capital to Clifton Savings Bank.
to fund new loans and purchase loans in our market area;
to invest in securities;
to finance the possible expansion of its business activities, subject to bank regulatory restrictions and any required bank regulatory approvals; and
for general corporate purposes.
Table of Contents
Our Dividend Policy
After the completion of the conversion, we intend to pay cash dividends on a quarterly basis. Initially, we expect the quarterly dividends to be $0.05 per share,
which equals $0.20 per share on an annualized basis and an annual yield of 2.0% based on a price of $10.00 per share. The dividend rate and the continued payment of
dividends will depend upon a number of factors, including our financial condition and results of operations, tax considerations, capital requirements and alternative uses
for capital, industry standards and economic conditions. We cannot guarantee that we will continue to pay dividends or that we will not reduce or eliminate dividends in
the future.
New Clifton, like old Clifton, is subject to the Federal Reserve Boards policy that dividends should be paid only out of current earnings and only if the
prospective rate of earnings retention by the company appears consistent with its capital needs, asset quality and overall financial condition. In addition, new Clifton is
subject to Maryland law, which generally permits a corporation to pay dividends on its common stock unless, after giving effect to the dividend, the corporation would
be unable to pay its debts as they become due in the usual course of its business or the total assets of the corporation would be less than its total liabilities.
New Cliftons ability to pay dividends may depend, in part, on its receipt of dividends from Clifton Savings Bank. The Office of the Comptroller of the Currency
and Federal Reserve Board regulations limit dividends and other distributions from Clifton Savings Bank to us. No insured depository institution may make a capital
distribution if, after making the distribution, the institution would be undercapitalized or if the proposed distribution raises safety and soundness concerns. In addition,
any payment of dividends by Clifton Savings Bank to new Clifton that would be deemed to be drawn out of Clifton Savings Banks bad debt reserves would require the
payment of federal income taxes by Clifton Savings Bank at the then current income tax rate on the amount deemed distributed. See Federal and State Taxation
Federal Income Taxation and note of the notes to consolidated financial statements included elsewhere in this prospectus. New Clifton does not contemplate any
distribution by Clifton Savings Bank that would result in this type of tax liability.
Under Office of the Comptroller of the Currency regulations, an application to and the prior approval of the Office of the Comptroller of the Currency is required
prior to any capital distribution by an institution if the institution does not meet the criteria for expedited treatment of applications under applicable regulations (i.e.,
generally examination ratings in the top two categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained
net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute,
regulation or agreement with the Office of the Comptroller of the Currency. If an application is not required, an institution must still provide prior notice to the Federal
Reserve Board of the capital contribution if it is a subsidiary of a holding company. In such circumstances, notice must also be provided to the Office of the Comptroller
of the Currency.
Pursuant to Federal Reserve Board regulations, new Clifton may not make a distribution that would constitute a return of capital during the three years following
the completion of the conversion and offering.
See Selected Consolidated Financial and Other Data and Market for the Common Stock for information regarding our historical dividend payments.

27
Table of Contents
Market for the Common Stock
The common stock of old Clifton is currently listed on the Nasdaq Global Select Market under the symbol CSBK. Upon completion of the conversion and
offering, the shares of common stock of new Clifton will replace old Cliftons common stock and will also trade on the Nasdaq Global Select Market under the symbol
CSBK. To list our common stock on the Nasdaq Global Select Market we are required to have at least three broker-dealers who will make a market in our common
stock. Old Clifton currently has approximately 29 registered market makers.
The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers,
the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be
limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock
will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should recognize that there are risks involved in
their investment and that there may be a limited trading market in the common stock.
The following table sets forth high and low sale prices for old Cliftons common stock and cash dividends paid per share for the periods indicated.

At the business day immediately preceding the public announcement of the conversion and offering, and at , 2014, the latest practicable date before
printing this prospectus, the closing prices of old Clifton common stock were $ per share and $ per share, respectively. At , 2014, old Clifton had
approximately shareholders of record, not including those who hold shares in street name. On the effective date of the conversion, all publicly held shares of
old Clifton common stock, including shares held by our officers and directors, will be converted automatically into and become the right to receive a number of shares of
new Clifton common stock determined pursuant to the exchange ratio. See The Conversion and OfferingShare Exchange Ratio. The above table reflects actual
prices and has not been adjusted to reflect the exchange ratio.

28
High Low
Dividend
Declared Per
Share
Year Ending March 31, 2014:
Fourth Quarter (through , 2014) $ $ $
Third Quarter
Second Quarter 12.94 11.75 0.06
First Quarter 12.48 11.56 0.06
Year Ended March 31, 2013:
Fourth Quarter $ 12.88 $ 11.13 $ 0.00
Third Quarter 11.35 9.98 0.12
Second Quarter 11.00 9.56 0.06
First Quarter 10.53 9.88 0.06
Year Ended March 31, 2012:
Fourth Quarter $ 10.85 $ 9.28 $ 0.06
Third Quarter 10.62 8.89 0.06
Second Quarter 11.22 9.00 0.00
First Quarter 11.88 9.94 0.12
Table of Contents
Capitalization
The following table presents the historical capitalization of old Clifton at September 30, 2013 and the capitalization of new Clifton reflecting the offering
(referred to as pro forma information). The pro forma capitalization gives effect to the assumptions listed under Pro Forma Data based on the sale of the number
of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares as a result of the exercise of options granted under the 2005
Equity Incentive Plan or the proposed new equity incentive plan.


29

Pro Forma
Capitalization Based Upon the Sale of
(Dollars in thousands)
At
September 30,
2013
Minimum of
Offering Range
15,725,000
Shares at
$10.00
Per Share
Midpoint of
Offering Range
18,500,000
Shares at
$10.00
Per Share
Maximum of
Offering Range
21,275,000
Shares at
$10.00
Per Share
Deposits (1) $ 791,387 $ 786,121 (2) $ 786,121 (2) $ 786,121 (2)
Borrowings 92,500 92,500 92,500 92,500

Total deposits and borrowed funds $ 883,887 $ 878,621 $ 878,621 $ 878,621

Stockholders equity:
Preferred stock:
10,000,000 shares, $0.01 par value per share authorized; none
issued or outstanding $ $ $ $
Common stock:
85,000,000 shares, $0.01 par value per share, authorized;
specified number of shares assumed to be issued and
outstanding (3) 305 243 286 329
Additional paid-in capital 136,356 244,640 272,086 299,532
Deferred compensation under rabbi trust 303 303 303 303
Retained earnings (4) 102,348 102,348 102,348 102,348
Less:
Treasury stock (46,222 )
Accumulated other comprehensive income (455 ) (455 ) (455 ) (455 )
Stock held by rabbi trust (267 ) (267 ) (267 ) (267 )
Plus:
Mutual holding company capital contribution 5,228 5,228 5,228
Less:
Common stock acquired by employee stock ownership plan (5) (3,847 ) (13,282 ) (14,947 ) (16,612 )
Common stock to be acquired by equity incentive plan (6) (6,290 ) (7,400 ) (8,510 )

Total stockholders equity $ 188,521 $ 332,468 $ 357,182 $ 381,896
Total stockholders equity as a percentage of total assets 17.41 % 27.10 % 28.54 % 29.92 %

(1) Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro
forma deposits by the amounts of the withdrawals.
(2) Includes $5.3 million of Clifton MHC funds on deposit with Clifton Savings Bank at September 30, 2013 that will be eliminated on a pro forma consolidated
basis upon the merger of Clifton MHC with and into old Clifton.
(3) Old Clifton currently has 26,248,040 shares of common stock outstanding. On a pro forma basis, new Clifton common stock and additional paid-in capital have
been revised to reflect total issued and outstanding shares of 24,327,042, 28,620,050 and 32,913,057 at the minimum, midpoint and maximum of the offering
range, respectively.
(4) Retained earnings are restricted by applicable regulatory capital requirements.
(5) Assumes that 6.0% of the common stock sold in the offering will be acquired by the employee stock ownership plan with funds borrowed from new Clifton.
Under U.S. generally accepted accounting principles, the amount of common stock to be purchased by the employee stock ownership plan represents unearned
compensation and, accordingly, is reflected as a reduction of capital. As the loan is repaid by Clifton Savings Bank and shares are released to plan participants
accounts, a compensation expense will be charged, along with related tax benefit, and a reduction in the charge against capital will occur. Since the funds are
borrowed from new Clifton, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the financial statements of
new Clifton. See Our ManagementBenefit PlansEmployee Stock Ownership Plan .
Table of Contents

30
(6) Assumes the purchase in the open market at $10.00 per share, for restricted stock awards under the proposed equity incentive plan, of a number of shares equal to
4.0% of the shares of common stock sold in the offering. The funds for the purchase of stock for the restricted stock awards will come from Clifton Savings Bank.
The shares are reflected as a reduction of stockholders equity. The equity incentive plan will be submitted to shareholders for approval at a meeting following the
offering. See Risk FactorsIssuance of shares for benefit programs may dilute your ownership interest , Pro Forma Data and Our ManagementBenefit
PlansFuture Equity Incentive Plan .
Table of Contents
Regulatory Capital Compliance
At September 30, 2013, Clifton Savings Bank exceeded all regulatory capital requirements. The following table presents Clifton Savings Banks capital position
relative to its regulatory capital requirements at September 30, 2013, on a historical and a pro forma basis. The table reflects receipt by Clifton Savings Bank of 50% of
the net proceeds of the offering. For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan has been deducted from pro forma
regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see Use of Proceeds , Capitalization and
Pro Forma Data . The definitions of the terms used in the table are those provided in the capital regulations issued by the Federal Reserve Board. For a discussion of
the capital standards applicable to Clifton Savings Bank and which will become applicable to new Clifton, see Regulation and SupervisionFederal Banking
RegulationCapital Requirements.


31
Pro Forma at September 30, 2013

Historical at
September 30, 2013
Minimum of
Offering Range
15,725,000
Shares
at $10.00 Per Share
Midpoint of
Offering Range
18,500,000
Shares
at $10.00 Per Share
Maximum of
Offering Range
21,275,000
Shares
at $10.00 Per Share
(Dollars in thousands) Amount
Percent
of
Assets (1) Amount
Percent
of
Assets Amount
Percent
of
Assets Amount
Percent
of
Assets
Total equity under generally accepted accounting principles $ 165,249 15.28 % $ 226,746 19.57 % $ 237,715 20.27 % $ 248,685 20.96 %

Tier 1 leverage capital:
Actual $ 165,325 15.29 % $ 226,822 19.57 % $ 237,791 20.28 % $ 248,761 20.97 %
Requirement 54,078 5.00 57,939 5.00 58,626 5.00 59,313 5.00

Excess $ 111,247 10.29 % $ 168,883 14.57 % $ 179,165 15.28 % $ 189,448 15.97 %

Tier 1 risk-based capital:
Actual $ 165,325 35.66 % $ 226,822 47.34 % $ 237,791 49.35 % $ 248,761 51.33 %
Requirement 27,819 6.00 28,745 6.00 28,910 6.00 29,075 6.00

Excess $ 137,506 29.66 % $ 198,077 41.34 % $ 208,881 43.35 % $ 219,686 45.33 %

Total risk-based capital:
Actual (2) $ 168,275 36.29 % $ 229,772 47.96 % $ 240,741 49.96 % $ 251,711 51.94 %
Requirement 46,364 10.00 47,909 10.00 48,184 10.00 48,458 10.00

Excess $ 121,911 26.29 % $ 181,863 37.96 % $ 192,557 39.96 % $ 203,253 41.94 %
Reconciliation of capital contributed to Clifton Savings Bank:
Net proceeds contributed to Clifton Savings Bank $ 77,222 $ 90,966 $ 104,711
Less common stock Acquired by ESOP (9,435 ) (11,100 ) (12,765 )
Less common stock acquired by equity incentive plan (6,290 ) (7,400 ) (8,510 )

Pro forma increase in GAAP and regulatory capital $ 61,497 $ 72,466 $ 83,436

(1) Tier 1 leverage capital level is shown as a percentage of average assets of $1.1 billion. Risk-based capital levels are shown as a percentage of risk-weighted assets
of $463.6 million.
(2) Pro forma amounts and percentages include capital contributed to Clifton Savings Bank from the offering and assume net proceeds are invested in assets that
carry a 20% risk-weighting.
Table of Contents
Pro Forma Data
The following tables illustrate the pro forma impact of the conversion and offering on our net income and stockholders equity based on the sale of common stock
at the minimum, the midpoint and the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the
offering is completed. Net proceeds indicated in the following tables are based upon the following assumptions:




Actual expenses may vary from this estimate. The amount of fees paid will depend upon the number of shares sold in the subscription and community offerings as
opposed to a syndicated offering or firm commitment underwritten offering.
Pro forma net income for the six months ended September 30, 2013 and the year ended March 31, 2013 has been calculated as if the offering were completed at
the beginning of each period, and the net proceeds had been invested at 1.39%, the rate of the five-year United States Treasury security at . This alternative
assumption has been used as opposed to using the arithmetic average because we believe it is more reflective of the actual yield that we will earn initially following the
conversion given the expected use of the proceeds. A pro forma after-tax return of 0.83% is used for the six months ended September 30, 2013 and the year ended
March 31, 2013, after giving effect to a combined federal and state income tax rate of 40.0%. The actual rate experienced by new Clifton may vary. Historical and pro
forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.
When reviewing the following tables you should consider the following:




The following pro forma data, which are based on old Cliftons stockholders equity at September 30, 2013 and March 31, 2013, and net income for the six
months ended September 30, 2013 and year ended March 31, 2013, may not represent the actual financial effects of the offering or our operating results after the
offering. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data does not represent the
fair market value of our common stock, the current fair market value of our assets or liabilities, or the amount of money that would be available for
distribution to shareholders if we were to be liquidated after the conversion.

32

100% of the shares of common stock will be sold in the subscription and community offerings and no shares will be sold in a syndicated offering or firm
commitment underwritten offering;

Our employee stock ownership plan will purchase a number of shares equal to 6.0% of the shares sold in the offering with a loan from new Clifton that will
be repaid in equal installments over 20 years;

Sandler ONeill & Partners, L.P. will receive an aggregate management fee equal to 1.0% of the aggregate purchase price of the shares sold in the
subscription and community offerings, except that no fee will be paid with respect to shares purchased by the employee stock ownership plan or by our
officers, directors and employees or members of their immediate families; and
Total expenses of the offering, excluding sales commissions and management fees, will be approximately $1.2 million.

Since funds on deposit at Clifton Savings Bank may be withdrawn to purchase shares of common stock, those funds will not result in the receipt of new
funds for investment. The pro forma tables do not reflect withdrawals from deposit accounts.

Historical per share amounts have been computed as if the shares of common stock expected to be issued in the offering had been outstanding at the
beginning of the period covered by the table. However, neither historical nor pro forma stockholders equity has been adjusted to reflect the investment of
the estimated net proceeds from the sale of the shares in the offering, or the additional expenses of the employee stock ownership plan or the proposed
equity incentive plan.

Pro forma stockholders equity (book value) represents the difference between the stated amounts of our assets and liabilities. Book value amounts do
not represent fair market values or amounts available for distribution to shareholders in the unlikely event of liquidation. Book value does not give effect to
the liquidation account or the bad debt reserve in the case of liquidation.
The amounts shown as pro forma stockholders equity per share do not represent possible future price appreciation of our common stock.
Table of Contents
At or For the Six Months Ended September 30, 2013

(footnotes on page )

33

Minimum of
Offering
Range
Midpoint of
Offering
Range
Maximum of
Offering
Range
(Dollars in thousands, except per share amounts)
15,725,000
Shares
at $10.00
Per Share
18,500,000
Shares
at $10.00
Per Share
21,275,000
Shares
at $10.00
Per Share
Gross proceeds $ 157,250 $ 185,000 $ 212,750
Plus: Shares issued in exchange for shares of old Clifton 86,020 101,200 116,381

Pro forma market capitalization $ 243,270 $ 286,200 $ 329,131

Gross proceeds $ 157,250 $ 185,000 $ 212,750
Less: estimated expenses (2,806 ) (3,067 ) (3,328 )

Estimated net proceeds 154,444 181,933 209,422
Less: common stock acquired by employee stock ownership plan (1) (9,435 ) (11,100 ) (12,765 )
Less: common stock to be acquired by equity incentive plan (2) (6,290 ) (7,400 ) (8,510 )
Plus: mutual holding company contribution 5,228 5,228 5,228

Net proceeds $ 143,947 $ 168,661 $ 193,375
Pro Forma Net Income:
Pro forma net income (3):
Historical $ 3,153 $ 3,153 $ 3,153
Pro forma income on net proceeds 600 703 806
Less: pro forma employee stock ownership plan expense (1) (142 ) (167 ) (192 )
Less: pro forma restricted stock award expense (2) (377 ) (444 ) (511 )
Less: pro forma stock option expense (3) (287 ) (338 ) (389 )

Pro forma net income $ 2,947 $ 2,907 $ 2,869
Pro forma net income per share (3):
Historical $ 0.14 $ 0.12 $ 0.10
Pro forma income on net proceeds 0.03 0.03 0.03
Less: pro forma employee stock ownership plan expense (1) (0.01 ) (0.01 ) (0.01 )
Less: pro forma restricted stock award expense (2) (0.02 ) (0.02 ) (0.02 )
Less: pro forma stock option expense (3) (0.01 ) (0.01 ) (0.01 )

Pro forma net income per share $ 0.13 $ 0.11 $ 0.09
Offering price as a multiple of pro forma net income per share (annualized) 38.46 45.45 55.56
Number of shares used to calculate pro forma net income per share (4) 23,018,388 27,080,457 31,142,525
Pro Forma Stockholders equity:
Pro forma stockholders equity (book value):
Historical $ 188,521 $ 188,521 $ 188,521
Estimated net proceeds 154,444 181,933 209,422
Plus: mutual holding company contribution 5,228 5,228 5,228
Less: common stock acquired by employee stock ownership plan (1) (9,435 ) (11,100 ) (12,765 )
Less: common stock to be acquired by equity incentive plan (2) (6,290 ) (7,400 ) (8,510 )

Pro forma stockholders equity 332,468 357,182 381,896
Less: intangible assets

Pro forma tangible stockholders equity $ 332,468 $ 357,182 $ 381,896
Pro forma stockholders equity per share:
Historical $ 7.75 $ 6.59 $ 5.73
Estimated net proceeds 6.35 6.36 6.36
Plus: mutual holding company contribution 0.22 0.18 0.16
Less: common stock acquired by employee stock ownership plan (1) (0.39 ) (0.39 ) (0.39 )
Less: common stock to be acquired by equity incentive plan (2) (0.26 ) (0.26 ) (0.26 )

Pro forma stockholders equity per share 13.67 12.48 11.60
Less: intangible assets

Pro forma tangible stockholders equity per share $ 13.67 $ 12.48 $ 11.60
Offering price as a percentage of pro forma stockholders equity per share 73.15 % 80.13 % 86.21 %
Number of shares used to calculate pro forma stockholders equity per share (4) 24,327,042 28,620,050 32,913,057
Table of Contents
At or For the Year Ended March 31, 2013

(footnotes on page )

34

Minimum of
Offering
Range
Midpoint of
Offering
Range
Maximum of
Offering
Range
(Dollars in thousands, except per share amounts)
15,725,000
Shares
at $10.00
Per Share
18,500,000
Shares
at $10.00
Per Share
21,275,000
Shares
at $10.00
Per Share
Gross proceeds $ 157,250 $ 185,000 $ 212,750
Plus: Shares issued in exchange for shares of old Clifton 86,020 101,200 116,381

Pro forma market capitalization $ 243,270 $ 286,200 $ 329,131

Gross proceeds $ 157,250 $ 185,000 $ 212,750
Less: estimated expenses (2,806 ) (3,067 ) (3,328 )

Estimated net proceeds 154,444 181,933 209,422
Less: common stock acquired by employee stock ownership plan (1) (9,435 ) (11,100 ) (12,765 )
Less: common stock to be acquired by equity incentive plan (2) (6,290 ) (7,400 ) (8,510 )
Plus: mutual holding company contribution 5,228 5,228 5,228

Net proceeds $ 143,947 $ 168,661 $ 193,375
Pro Forma Net Income:
Pro forma net income (3):
Historical $ 6,610 $ 6,610 $ 6,610
Pro forma income on net proceeds 1,201 1,407 1,613
Less: pro forma employee stock ownership plan expense (1) (283 ) (333 ) (383 )
Less: pro forma restricted stock award expense (2) (755 ) (888 ) (1,021 )
Less: pro forma stock option expense (3) (575 ) (676 ) (777 )

Pro forma net income $ 6,198 $ 6,120 $ 6,041
Pro forma net income per share (3):
Historical $ 0.29 $ 0.25 $ 0.22
Pro forma income on net proceeds 0.05 0.05 0.05
Less: pro forma employee stock ownership plan expense (1) (0.01 ) (0.01 ) (0.01 )
Less: pro forma restricted stock award expense (2) (0.03 ) (0.03 ) (0.03 )
Less: pro forma stock option expense (3) (0.03 ) (0.03 ) (0.03 )

Pro forma net income per share $ 0.27 $ 0.23 $ 0.20
Offering price as a multiple of pro forma net income per share (annualized) 37.04 43.48 50.00
Number of shares used to calculate pro forma net income per share (4) 22,895,575 26,935,971 30,976,367
Pro Forma Stockholders equity:
Pro forma stockholders equity (book value):
Historical $ 187,326 $ 187,326 $ 187,326
Estimated net proceeds 154,444 181,933 209,422
Plus: mutual holding company contribution 5,228 5,228 5,228
Less: common stock acquired by employee stock ownership plan (1) (9,435 ) (11,100 ) (12,765 )
Less: common stock to be acquired by equity incentive plan (2) (6,290 ) (7,400 ) (8,510 )

Pro forma stockholders equity 331,273 355,987 380,701
Less: intangible assets

Pro forma tangible stockholders equity $ 331,273 $ 355,987 $ 380,701
Pro forma stockholders equity per share:
Historical $ 7.70 $ 6.55 $ 5.70
Estimated net proceeds 6.35 6.36 6.36
Plus: mutual holding company contribution 0.22 0.18 0.16
Less: common stock acquired by employee stock ownership plan (1) (0.39 ) (0.39 ) (0.39 )
Less: common stock to be acquired by equity incentive plan (2) (0.26 ) (0.26 ) (0.26 )

Pro forma stockholders equity per share 13.62 12.44 11.57
Less: intangible assets

Pro forma tangible stockholders equity per share $ 13.62 $ 12.44 $ 11.57
Offering price as a percentage of pro forma stockholders equity per share 73.42 % 80.39 % 86.43 %
Number of shares used to calculate pro forma stockholders equity per share (4) 24,327,042 28,620,050 32,913,057
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(1) Assumes that the employee stock ownership plan will acquire a number of shares of stock equal to 6.0% of the shares sold in the offering (943,500, 1,110,000 and 1,276,500 shares at
the minimum, midpoint and maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds to acquire these shares from the proceeds
retained by new Clifton. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net proceeds. This borrowing will have an
interest rate equal to the prime rate as published in The Wall Street Journal , which is currently %, which will be fixed at the time of the offering and be for a term of 20 years.
Clifton Savings Bank intends to make contributions to the employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. As the debt is
paid down, shares will be released for allocation to participants accounts and stockholders equity will be increased. The adjustment to pro forma net income for the employee stock
ownership plan reflects the after-tax compensation expense associated with the plan. Applicable accounting principles require that compensation expense for the employee stock
ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (1/20th of
the total, based on a 20-year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market
value of the shares during the period, which, for purposes of the pro forma tables, was assumed to be equal to the $10.00 per share purchase price. If the average market value per
share is greater than $10.00 per share, total employee stock ownership plan expense would be greater. See Our ManagementBenefit PlansEmployee Stock Ownership Plan .
(2) Assumes that new Clifton will purchase in the open market a number of shares of common stock equal to 4.0% of the shares sold in the offering (629,000, 740,000 and 851,000
shares at the minimum, midpoint and maximum of the offering range, respectively), that will be reissued as restricted stock awards under a new equity incentive plan to be adopted
following the offering. Purchases will be funded with cash on hand at new Clifton or with dividends paid to new Clifton by Clifton Savings Bank. The cost of these shares has been
reflected as a reduction from gross proceeds to determine estimated net proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required
shareholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period and that the shares were acquired at the $10.00
per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests
of existing shareholders by approximately 1.73%. The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with
the awards. It is assumed that the fair market value of a share of new Clifton common stock was $10.00 at the time the awards were made, that shares of restricted stock issued under
the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20% of the value of the shares awarded
was an amortized expense during each year, and that the combined federal and state income tax rate was 40.0%. If the fair market value per share is greater than $10.00 per share on
the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.
(3) The adjustment to pro forma net income for stock options reflects the after-tax compensation expense associated with the stock options that may be granted under the new equity
incentive plan to be adopted following the offering. If the new equity incentive plan is approved by shareholders, a number of shares equal to 10.0% of the number of shares sold in
the offering (1,572,500, 1,850,000 and 2,127,500 shares at the minimum, midpoint and maximum of the offering range, respectively), will be reserved for future issuance upon the
exercise of stock options that may be granted under the plan. Compensation cost relating to share-based payment transactions will be recognized in the financial statements over the
period the employee is required to provide services for the award. The cost will be measured based on the fair value of the equity instruments issued. Applicable accounting standards
do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. For purposes of this table, the fair value of stock options to be granted
under the new equity incentive plan has been estimated at $2.03 per option using the Black-Scholes option pricing model with the following assumptions: exercise price, $10.00;
trading price on date of grant, $10.00; dividend yield, 2.00%; expected life, 6.5 years; expected volatility, 23.31%; and risk-free interest rate, 1.91%. It is assumed that stock options
granted under the equity incentive plan vest 20% per year, that compensation expense is recognized on a straight-line basis over the vesting period so that 20% of the value of the
options awarded was an amortized expense during each year and that 25% of the amortization expense (or the assumed portion relating to non-qualified options granted to directors)
resulted in a tax benefit using an assumed tax rate of 40.00%. We plan to use the Black-Scholes option-pricing formula; however, if the fair market value per share is different than
$10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing
this pro forma data, the value of the stock options and the related expense would be different. The issuance of authorized but unissued shares of common stock to satisfy option
exercises instead of shares repurchased in the open market would dilute the ownership interests of existing shareholders by approximately 6.07%.
(4) The number of shares used to calculate pro forma net income per share is equal to the weighted average shares outstanding for the period multiplied by the exchange ratio at the
minimum, midpoint and maximum of the offering range, less the number of shares purchased by the employee stock ownership plan not committed to be released within the one year
period following the offering as adjusted to effect a weighted average over the period. The total number of shares to be outstanding upon completion of the conversion and offering
includes the number of shares sold in the offering plus the number of shares issued in exchange for outstanding shares of old Clifton common stock held by persons other than Clifton
MHC. The number of shares used to calculate pro forma stockholders equity per share is equal to the total number of shares to be outstanding upon completion of the offering.
Table of Contents
Our Business
General
Clifton Savings Bank has served its customers in New Jersey since 1928. We operate as a community-oriented financial institution offering traditional financial
services to consumers and businesses in our market area. We attract deposits from the general public and primarily use those funds to originate one- to four-family loans,
and to a much lesser extent, multi-family and commercial real estate loans, and consumer loans, all of which we hold for investment.
Old Clifton was organized as a federal corporation in 2004 in connection with the mutual holding company reorganization of Clifton Savings Bank. In the
reorganization, old Clifton issued a majority of its outstanding shares of common stock to Clifton MHC, the mutual holding company parent of Clifton Savings Bank,
and sold the remainder of its outstanding shares of common stock to the public. Old Cliftons primary business activity is the ownership of the outstanding capital stock
of Clifton Savings Bank. Following completion of the conversion, new Clifton will replace old Clifton as the sole shareholder of Clifton Savings Bank. The information
set forth in this prospectus relating to our business operations relates primarily to Clifton Savings Bank.
Market Area
We are headquartered in Clifton, New Jersey, which is located in northeast New Jersey and situated approximately 15 miles west of New York City. In addition
to our main office located in Passaic County, we currently operate eleven branch offices in Bergen and Passaic Counties in New Jersey, which, along with Essex,
Morris, Hudson and Union Counties in New Jersey, comprise our primary market area. The economy in our primary market area has benefited from being varied and
diverse. It is both urban and suburban with a broad economic base. As a result of its proximity to New York City, our primary market area is also home to a significant
number of commuters working in the greater New York City metropolitan area. One of the wealthiest states in the nation, New Jersey, with a population of
approximately 8.7 million, is considered one of the most attractive banking markets in the United States. As of September 2013, the unemployment rate for New Jersey
was 8.5% which was higher than the national rate of 7.2%.
Median household income levels in our market area are relatively high for Bergen County ($79,313) and, in contrast, comparatively modest for Passaic County
($53,322) in comparison to the state average of $69,950 for 2012, although the median household income levels for both counties are above the national average of
$50,157. Likewise, per capita income levels equaled $39,672 and $25,575 for Bergen and Passaic Counties, respectively, as compared to state and national averages of
$33,924 and $26,409 for 2012.
Competition
Deposits. Although there are a large number of financial institutions in our market area, in recent years our competition has shifted away from the larger regional
and money center banks, money market funds and stock market to local community banks and larger thrift institutions. We focus primarily on retail savings products.
During the year ended March 31, 2013, Clifton Savings Bank implemented a strategy of pricing deposits to allow for a controlled outflow of higher-rate non-core
deposits.
Loans. We continue to face stiff competition for one- to four-family residential loans from other financial service providers, particularly large national residential
lenders. Other competitors for one- to four-family residential loans include credit unions and mortgage brokers which keep overhead costs and mortgage rates down by
selling loans and not holding or servicing them. Our competitors for multi-family and commercial real estate loans include other community bank commercial lenders,
many of which are larger than us and have greater resources than we do.
Lending Activities
General. Our loan portfolio consists primarily of owner-occupied, one- to four-family mortgage loans secured by properties located in New Jersey. To a much
lesser extent, our loan portfolio also includes multi-family and commercial real estate loans, consumer loans and residential construction loans. In late 2012, Clifton
Savings Bank established a commercial loan department to expand its multi-family and commercial lending. Clifton Savings Bank generally holds the loans it originates
in its own portfolio. At September 30, 2013, Clifton Savings Bank had no loans that were held for sale.
One- to Four-Family Residential Loans . Our primary lending activity is the origination of mortgage loans to enable borrowers to purchase or refinance existing
homes. We offer fixed-rate and adjustable-rate mortgage loans with terms of up to 30 years. Borrower demand for adjustable-rate loans versus fixed-rate loans is a
function of the level of interest rates, the

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expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans and the initial
period interest rates and loan fees for adjustable-rate loans. The relative amount of fixed-rate mortgage loans and adjustable-rate mortgage loans that we originate at any
time is largely determined by the demand for each in a competitive environment and the effect each has on our interest rate risk. The loan fees charged, interest rates and
other terms are determined by us on the basis of our own pricing criteria and competitive market conditions. At September 30, 2013, the average balance of our one- to
four-family loans was $235,000 and we had two one- to four-family loans with an outstanding balance in excess of $1.0 million.
We offer fixed-rate loans with terms of either 15, 20 or 30 years. Our adjustable-rate mortgage loans are based on a 30-year amortization schedule and interest
rates and payments adjust annually after a one, five, seven or ten-year initial fixed period. In addition, we offer adjustable-rate mortgage loans that adjust every three
years after a three-year initial fixed period. Interest rates on our adjustable-rate loans generally are adjusted to a rate typically equal to 2.75% above either the one-year
or three-year constant maturity Treasury index. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period
and the lifetime interest rate cap is generally 6% over the initial interest rate of the loan.
We do not make conventional loans with loan-to-value ratios exceeding 90% (except for special programs outlined in the following paragraph) and generally
make loans with a loan-to-value ratio in excess of 80% only when secured by first liens on owner-occupied, one- to four-family residences. Loans with loan-to-value
ratios in excess of 80% require private mortgage insurance or additional collateral. We require all properties securing mortgage loans to be appraised by independent
appraisers approved by our board of directors. We require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance (and flood insurance for
loans on property located in a flood zone) prior to closing the loan. We only originate full document loans and do not offer any interest-only, negative amortization,
FHA or VA loans.
In an effort to provide financing for low- and moderate-income first-time buyers, we offer a first-time home buyers program. We offer residential mortgage loans
through this program to qualified individuals and originate the loans using modified underwriting guidelines. All of these loans have private mortgage insurance on the
portion of the principal amount that exceeds 80% of the appraised value of the property at origination. We also offer a program targeted at low-and moderate-income
mortgagors, and for properties located within a low- or moderate- income geography. We offer residential mortgage loans through this program to qualified individuals
and originate the loans using modified underwriting guidelines. All of these loans have mortgage insurance on the portion of the principal amount that exceeds 80% of
the appraised value of the property at origination.
Generally, our one- to four-family loans are secured by owner-occupied properties. We do lend to borrowers for second homes, but charge 25 basis points more
than the rate on primary residences. The maximum loan-to-value ratio on a mortgage for a borrowers second home is 80%. We also offer loans on investor-owned
properties. For one- to four-family loans secured by investor-owned properties, we increase the rate by 50 basis points above the rate we charge for loans secured by
owner-occupied, one- to four-family properties and limit the loan to value ratio to 75%. Less than 5% of our one- to four-family loan portfolio consists of non-owner
occupied properties.
As we originate all loans for our portfolio, we are able to offer loan modifications for borrowers who request them to receive a lower interest rate. Upon the
request of the borrower, we will reduce the interest rate on their loan to the rate we are offering new customers on the same product in exchange for the payment of up to
one point on the borrowers outstanding loan balance. Under this program, we will not modify loans that are not performing in accordance with their original terms.
Multi-Family and Commercial Real Estate Loans . We offer fixed and adjustable-rate mortgage loans secured by multi-family and commercial real estate. Our
multi-family and commercial real estate loans are generally secured by a variety of small and mid-size apartment buildings and complexes that generally range from five
to 45 units. Our commercial real estate loans are generally secured by commercial real estate such as strip malls, small retail locations, mixed-use properties and other
non-residential buildings. At September 30, 2013, we had $22.2 million in multi-family loans and $19.8 million in commercial real estate loans.
We originate fixed-rate multi-family and commercial real estate loans for fixed-terms up to 20 years, and adjustable-rate multi-family and commercial real estate
loans for initial adjustment periods of up to 10 years based on an amortization schedule of up to 30 years. Interest rates and payments on our adjustable-rate mortgage
loans historically were adjusted every five or 10 years after their initial fixed period, or every year after a 10-year initial fixed period. Currently, most loans adjust from
1.85% to 3.25% above the five-year or 10-year constant maturity Treasury index. Historically, interest rates and payments on our adjustable-rate

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loans generally were adjusted to a rate typically equal to 3.00% above the one-year, five-year, or 10-year constant maturity Treasury index. There are no lifetime interest
rate caps. Loan amounts do not exceed 80% of the appraised value. We generally require an assignment of rents and personal guarantees primarily on all multi-family
and commercial real estate loans.
In late 2012, we established a commercial loan department to expand our multi-family and commercial real estate lending activities and increase the diversity of
our loan portfolio beyond residential mortgage loans. Since March 31, 2013, our multi-family and commercial real estate loan portfolio has increased $13.4 million, or
46.7%, and at September 30, 2013 was 7.6% of our total loan portfolio. We believe the expansion of our multi-family and commercial real estate lending will help
diversify our balance sheet, improve our interest rate risk exposure, increase our presence in our market area and establish strong relationships with new and existing
customers. After the offering, we intend to continue these efforts and plan to hire additional commercial lending personnel and add appropriate infrastructure. Further,
with the additional capital raised in the offering, we expect to continue to pursue larger lending relationships.
At September 30, 2013, we had nine loans in this category that exceeded $1.0 million. Our largest multi-family loan was a $2.0 million loan secured by nine one-
to four-family residential units and one retail store, and our largest commercial loan was a $2.5 million loan secured by one mixed-use residential and office facility and
one retail store. At September 30, 2013, these loans were performing in accordance with their terms.
Residential Construction Loans . To a much lesser extent, we originate loans to finance the construction of residential dwellings. We only offer
construction/permanent loans for the construction of one- to four-family homes to be occupied by the borrower. Construction loans generally have a maximum loan-to-
value ratio of 70%. Loan proceeds are disbursed in increments as construction progresses and as independent inspections warrant. We use independent fee appraisers for
construction disbursement purposes. At September 30, 2013, all of our outstanding construction loans were performing in accordance with their terms.
Consumer Loans. Our consumer loans include second mortgage loans and home equity loans, as well as loans secured by passbook accounts and certificates of
deposit.
We offer second mortgage loans and home equity loans with combined loan-to-value ratios not to exceed 80%. All second mortgage loans and home equity loans
are full documentation loans. Our second mortgage loans are originated with terms of five, ten, fifteen and twenty years and we charge higher rates for longer- term
loans. Our home equity loans are originated with a 15 year draw period and 20 year payment period.
Loan Underwriting Risks.
Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate
mortgages, the increased mortgage payments required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and
defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage
loans help make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate
adjustment limits on such loans.
While one- to four-family residential real estate loans are normally originated with terms up to 30 years, such loans typically remain outstanding for substantially
shorter periods because borrowers prepay their loans in full upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan
maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on
outstanding loans.
Multi-Family and Commercial Real Estate Loans. Loans secured by multi-family and commercial real estate generally involve a greater degree of risk than one-
to four-family residential mortgage loans. Of primary concern in multi-family and commercial real estate lending is the borrowers and guarantors creditworthiness and
the feasibility and cash flow potential of the property which secures the loan. Payments on loans secured by income properties are typically dependent on the income
provided by the property, and the successful operation or management of the properties. As a result, the repayment ability of borrowers of these loans may be subject to
adverse conditions in the real estate market or the economy to a greater extent than residential real estate loan borrowers. In order to monitor the cash flows for an
income- producing property, we require borrowers and guarantors to provide annual financial statements and rent rolls on multi-family and commercial real estate loans.
Management performs annual reviews and prepares evaluations on all loans where the loan is secured by multi-family and commercial real estate.

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Construction Loans. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real
estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the propertys value at completion of construction or
development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If
the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the
dwelling. If the estimate of value proves to be inaccurate, we may be confronted, at or prior to the maturity of the loan, with a project having a value which is
insufficient to assure full repayment.
Consumer Loans. Consumer home equity loans and equity lines of credit are loans secured by one- to four-family residential real estate where we may be in a first
or second lien position. In each instance, the value of the property is determined and the loan is made against identified equity in the market value of the property. When
a residential mortgage is not present on the property, a first lien position is secured against the property. In cases where a mortgage is present on the property, a second
lien position is established, subordinated to the mortgage. As these subordinated liens represent higher risk, loan collection becomes more influenced by various factors,
including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and
insolvency laws, may limit the amount that can be recovered on such loans.
Loan Originations and Purchases. Our residential loan originations come from a number of sources. The customary sources include internet mortgage loan
marketers, local mortgage brokers, direct solicitation by Clifton Savings Banks loan originators, advertising, referrals from customers, personal contacts by our staff
and, in some instances, other lenders. We retain for our portfolio all of the loans that we originate. We purchase residential real estate loans on properties located
primarily within the state of New Jersey from various banks and mortgage brokers to supplement our own originations and we generally service our purchased loans.
Each purchased loan is subject to an underwriting review using the same guidelines established for our own origination process performed by our staff and we review
every loan file we purchase. Our multi-family and commercial real estate loan originations come primarily from direct solicitation by Clifton Savings Banks loan
originators and third party brokers. We generally do not purchase multi-family or commercial real estate loans.
Loan Approval Procedures and Authority . Our policies and loan approval limits are established and approved by the board of directors. Most residential
mortgage loans and consumer loans require the approval of senior management and are ratified by the Loan Committee of the board of directors. All other residential
loans require the approval of the Loan Committee of the board of directors. All multi-family and commercial loans require approval of the Commercial Loan Committee
of the board of directors. The Loan Committee and Commercial Loan Committee usually meet weekly to review loans.
Loans to One Borrower . The maximum amount that we may lend to one borrower and the borrowers related entities is limited by regulation. At September 30,
2013, our regulatory limit on loans to one borrower was $25.3 million. At that date, our largest lending relationship was $3.5 million and consisted of nine loans with an
average balance of approximately $385,000 secured by various real properties, which were performing according to their original repayment terms at September 30,
2013.
Loan Commitments . We issue commitments for fixed-rate and adjustable-rate residential, multi-family and commercial real estate loans conditioned upon the
occurrence of certain events. Commitments to originate real estate loans are legally binding agreements to lend to our customers. Commitments to originate residential
mortgage loans, excluding lines of credit and loan purchases, as of September 30, 2013 totaled $8.5 million. Commitments to originate multi-family and commercial real
estate loans totaled $7.4 million at September 30, 2013. We also purchase residential mortgage loans from various banks and mortgage brokers. Commitments to
purchase loans totaled $15.6 million at September 30, 2013.
Non-Performing and Problem Assets . When a loan is over 15 days delinquent, we generally send the borrower a late charge notice. When the loan is 30 days
past due, we generally mail the borrower a letter reminding the borrower of the delinquency and we attempt personal, direct contact with the borrower to determine the
reason for the delinquency, to ensure that the borrower correctly understands the terms of the loan and to emphasize the importance of making payments on or before the
due date. If payment is not received by the 45th day of delinquency, additional late charges and delinquency notices are issued. After the 90th day of delinquency, if we
are not engaged in collection efforts, we will send the borrower a final demand for payment and refer the loan to legal counsel to commence foreclosure proceedings.
We consider repossessed assets and loans that have been 90 days or more past due to be nonperforming assets. Real estate that we acquire as a result of
foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired, it is recorded at the fair market value less costs
to sell at the date of foreclosure. Holding costs and declines in fair value after acquisition of the property result in charges against income.

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Under current accounting guidelines, a loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to
collect all amounts due under the contractual terms of the loan agreement. We consider one- to four-family mortgage loans and consumer installment loans to be
homogeneous and, therefore, we are not required to evaluate them individually for impairment unless they are considered troubled debt restructurings, as discussed in
this prospectus. All other loans are evaluated for impairment on an individual basis.
For economic reasons and to maximize the recovery of a loan, we work with borrowers experiencing financial difficulties and consider modifications to
borrowers existing loan terms and conditions that we would not otherwise consider, commonly referred to as troubled debt restructurings. We record an impairment
loss, if any, based on the present value of expected future cash flows under the restructured terms discounted at the original loans effective interest rate. We report the
loan as a troubled debt restructuring until the borrower has performed for twelve consecutive months in accordance with the terms of the restructuring.
Investment Activities
We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal agencies and of state and
municipal governments, mortgage-backed securities, deposits at the Federal Home Loan Bank of New York and certificates of deposit of federally insured institutions.
Within certain regulatory limits, we also may invest a portion of our assets in corporate securities. We also are required to maintain an investment in Federal Home Loan
Bank of New York stock. While we maintain the authority under applicable law and our investment policies to include investments in derivative securities, we had no
such investments at September 30, 2013.
Historically, our investment portfolio has consisted of a mix of both available for sale and held to maturity securities. Recently, we have restructured our
investment portfolio to significantly reduce our available for sale securities as a result of our strategy to replace called and sold securities with loans, and not other
investment securities, which is consistent with our emphasis on continued loan growth. Following the completion of the conversion and offering, we expect that our
available for sale securities portfolio will increase as a result of our intention to initially use the offering proceeds to purchase short-term investments, such as U.S.
treasury and government agency securities.
At September 30, 2013, our investment portfolio consisted of federal agency debt securities with remaining maturities of 10 years or less, mortgage-backed
securities issued by Fannie Mae, Freddie Mac and Ginnie Mae with stated final maturities of 30 years or less, and corporate securities with maturities of 10 years or less.
Our federal agency debt securities are issued by Freddie Mac, the Federal Home Loan Bank and the Federal Farm Credit Agency, all of which are U.S. government or
government-sponsored entities. During the year ended March 31, 2013, we purchased shorter-term callable agency securities for interest rate risk purposes. We also
purchased Fannie Mae delegated underwriting and servicing (DUS) mortgage-backed securities during the year ended March 31, 2013 in an effort to increase yield.
These are investment pools backed by multi-family residential property mortgages which are generally seven- and ten-year balloon loans with a thirty-year amortization
schedule. Currently, we intend to continue to purchase these same types of securities. Changes in general interest rates and market conditions may result in calls of
certain agency securities, which may cause actual maturities to differ from contractual maturities.
Our investment objectives are to provide and maintain liquidity, to maintain a balance of high quality investments to minimize risk, to provide collateral for
pledging requirements, to establish an acceptable level of interest rate risk, to provide an alternate source of low-risk investments when demand for loans is weak and to
generate a favorable return. Clifton Savings Banks board of directors has the overall responsibility for Clifton Savings Banks investment portfolio, including approval
of its investment policy and the appointment of its Investment Committee. The Investment Committee consists of five members of our board of directors and is
responsible for approval of investment strategies and monitoring of investment performance. Clifton Savings Banks President is the designated investment officer and,
in conjunction with the Chief Financial Officer, is responsible for the daily investment activities and is authorized to make investment decisions consistent with Clifton
Savings Banks investment policy. The Investment Committee meets regularly with the President and Chief Financial Officer to review and determine investment
strategies and transactions.
Deposit Activities and Other Sources of Funds
General . Deposits, loan repayments and investment cash flows are the major sources of our funds for lending and other investment purposes. Loan repayments
are a relatively stable source of funds, while deposit inflows and outflows and investment cash flows are significantly influenced by general interest rates and money
market conditions.

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Deposit Accounts. Substantially all of our depositors are residents of the State of New Jersey. Deposits are attracted from within our primary market area through
the offering of a broad selection of liquid and term deposit instruments, including checking accounts, business checking, high-yield checking, money market accounts,
passbook and statement savings accounts, club and certificates of deposit. We do not utilize brokered funds. Deposit account terms vary according to the minimum
balance required, the time periods the funds must remain on deposit and interest rates, among other factors. In determining the terms of our deposit accounts, we
consider the rates offered by our competition, profitability to us, matching deposit and loan products, and customer preferences. We review our deposit flows, mix and
pricing weekly. During the year ended March 31, 2013, Clifton Savings Bank implemented a strategy of pricing deposits to allow for a controlled outflow of higher-rate
non-core deposits. Our current strategy is to attract and retain deposits primarily by offering competitive rates.
Borrowings . The Federal Home Loan Bank functions as a central reserve bank providing credit for member financial institutions. As a member, we are required
to own capital stock in the Federal Home Loan Bank of New York and are authorized to apply for advances on the security of such stock and certain of our mortgage
loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have
been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the
amount of advances are based either on a fixed percentage of an institutions net worth or on the Federal Home Loan Banks assessment of the institutions
creditworthiness. Under its current credit policies, the Federal Home Loan Bank generally limits advances to 50% of an institutions assets, and limits short-term
borrowings of less than one year to 10% of the institutions assets. The Federal Home Loan Bank determines specific lines of credit for each member institution.
Additionally, Clifton Savings Bank has the ability to borrow funds of up to an aggregate of $88.0 million at two financial institutions under established unsecured
overnight lines of credit at a daily adjustable rate. There were no drawings on either of these lines at September 30, 2013.
Properties
We conduct our business at our main office and eleven branch offices. The following table sets forth certain information relating to these facilities as of
September 30, 2013.


41
Location
Year
Opened
Net Book Value
as of
September 30, 2013
Square
Footage
Owned/
Leased
(Dollars in thousands)
Main Office
1433 Van Houten Avenue 1981 $ 1,961 10,460 Owned
Mortgage Office
4 Brighton Road Suite 306 2012 4,643 Leased
Branches
Clifton:
1055 Clifton Avenue 1956 553 2,484 Owned
319 Lakeview Avenue 1970 328 3,311 Owned
646 Van Houten Avenue 1968 1,013 1,081 Owned
387 Valley Road 1971 995 Leased
Garfield:
247 Palisade Avenue 1975 925 3,130 Owned
369 Lanza Avenue 1977 891 2,174 Owned
Wallington:
55 Union Boulevard 2004 1,103 2,806 Owned
Wayne:
1158 Hamburg Turnpike 2003 1,617 Leased
Fair Lawn:
33-11 Broadway 2009 21 2,718 Leased
Lyndhurst:
401 Valley Brook Avenue 2010 14 2,800 Leased
Woodland Park:
Plaza 46 1530 US Highway 46 2010 74 3,000 Leased
Table of Contents
Personnel
As of September 30, 2013, we had 98 full-time employees and nine part-time employees, none of whom are represented by a collective bargaining unit. We
believe our relationship with our employees is good.
Legal Proceedings
Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold
security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal
proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.
Holding Company Subsidiary Structure
Old Cliftons only subsidiary is Clifton Savings Bank. Old Clifton has no significant assets, other than all of the outstanding shares of Clifton Savings Bank, and
no significant liabilities. Old Clifton neither owns nor leases any property but instead uses the premises, equipment and other property of Clifton Savings Bank with the
payment of appropriate rental fees, as required by applicable law and regulations, under the terms of an expense allocation agreement. New Clifton and Clifton Savings
Bank will enter into an expense allocation agreement upon completion of the conversion. The expense allocation agreement will provide that new Clifton will pay to
Clifton Savings Bank, on a quarterly basis, fees for its use of Clifton Savings Banks premises, furniture, equipment and employees in an amount to be determined by
the boards of directors of new Clifton and Clifton Savings Bank. Such fees shall not be less than the fair market value of such goods or services. In addition, new Clifton
and Clifton Savings Bank will also enter into a tax allocation agreement upon completion of the conversion as a result of their status as members of an affiliated group
under the Internal Revenue Code. The tax allocation agreement will provide that new Clifton will file consolidated federal tax income returns with Clifton Savings Bank
and its subsidiaries. The tax allocation agreement also will also formalize procedures for allocating the consolidated tax liability of the group among its members and
establishes procedures for the future payments by Clifton Savings Bank to new Clifton for tax liabilities attributable to Clifton Savings Bank and its subsidiaries.
Clifton Savings Banks only subsidiary is Botany Inc., a New Jersey chartered investment company that holds investment and mortgage-backed securities. At
September 30, 2013, Botany Inc. had total assets of $203.3 million.

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Table of Contents
Managements Discussion and Analysis of
Financial Condition and Results of Operations
The objective of this section is to help potential investors understand our views on our results of operations and financial condition. You should read this
discussion in conjunction with the consolidated financial statements and notes to the consolidated financial statements that appear at the end of this prospectus.
Our Business Strategy
We are a retail-oriented financial institution dedicated to serving the needs of customers in our market area. We deliver personalized service and respond with
flexibility to customer needs. We believe our community orientation is attractive to our customers and distinguishes us from many large banks and other financial
institutions that operate in our market area. We intend to maintain this focus as we grow.
Our principal objective is to build long-term value for our stockholders by operating a profitable community-oriented financial institution. We seek to accomplish
this objective by focusing on strategies designed to enhance and expand our franchise and diversify our product offerings to increase profitability, while maintaining
strong asset quality. We plan to manage actively our strong capital position consistent with applicable regulations and our overall business strategy. The following are
key elements of our business strategy:
Continuing to emphasize residential portfolio lending . Our primary lending focus historically has been the origination of one- to four-family mortgage loans. At
September 30, 2013, 90.2% of our total loan portfolio consisted of one- to four-family mortgage loans. We believe there are opportunities to increase our residential
mortgage lending in our market area, and beginning in 2013 we made efforts to take advantage of these opportunities by hiring additional lending staff and increasing
our origination channels. From March 31, 2013 to September 30, 2013, our one- to four-family real estate loan portfolio has increased $82.0 million, or 19.6%. We
utilize conservative underwriting strategies for all of our lending products. We originate loans solely for our own portfolio, rather than for sale, and we currently service
all of the loans we originate. To further supplement our loan originations, we also have increased our purchased loans, which we underwrite using the same conservative
underwriting procedures we use when originating loans. We also service most of our purchased loans. Purchased loans have increased from $1.8 million in fiscal 2011
to $47.3 million in fiscal 2013 and $49.6 million in the six months ended September 30, 2013.
Increasing our multi-family and commercial real estate lending. In late 2012, we established a commercial loan department to expand our multi-family and
commercial real estate lending activities and diversify our loan portfolio beyond residential mortgage loans. Since March 31, 2013, our multi-family and commercial
real estate loan portfolio has increased $13.4 million, or 46.7%, and at September 30, 2013 was 7.6% of our total loan portfolio. We believe the expansion of our multi-
family and commercial real estate lending will help diversify our balance sheet, improve our interest rate risk exposure and increase our presence in our market area.
After the offering, we intend to continue these efforts and plan to hire additional commercial lending personnel and add appropriate infrastructure in order to implement
our strategy. Further, with the additional capital raised in the offering, we expect to continue to pursue larger lending relationships.
Continuing conservative underwriting practices in order to maintain a high quality loan portfolio. We believe that strong asset quality is a key to long-term
financial success. We have sought to maintain a high level of asset quality and mitigate credit risk by using conservative underwriting standards and by diligent
monitoring and collection efforts. At September 30, 2013, nonperforming loans were 0.9% of the total loan portfolio and 0.4% of total assets. Although we intend to
increase our multi-family and commercial real estate lending, we will do so consistent with our loan underwriting and credit administration standards.
Stockholder-focused management of capital coupled with opportunistic acquisitions. We believe that maintaining a strong capital base is critical to support our
long-range business plan; however, we recognize that we will have a historically high level of capital following completion of the offering. Consequently, we intend to
manage our capital position, using appropriate capital management tools, to return excess capital to our stockholders, consistent with applicable regulations and policies.
We have repurchased a total of $52.9 million of our common stock since 2005, however, our repurchase levels have slowed significantly since we initially determined to
conduct a second-step conversion offering in fiscal 2011. We expect to continue stock repurchases after completion of the conversion subject to market conditions and
regulatory restrictions. Under current federal regulations, subject to limited exceptions, we may not repurchase shares of our common stock during the first

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Table of Contents
year following the completion of the conversion. See Use of Proceeds . In addition, following the completion of the conversion, we intend to continue the payment of
regular quarterly dividends. Initially, we expect the quarterly dividends to be $0.05 per share, which equals $0.20 per share on an annualized basis and an annual yield of
2.0% based on a price of $10.00 per share. See Our Dividend Policy .
Organic growth has been, and will continue to be, our primary focus. However, following the offering we intend to review acquisition opportunities that we
believe will enhance our franchise, further our business strategy and yield long-term financial benefits for our stockholders. The conversion into a stock holding
company structure will better position us to participate in consolidation activity by providing a more flexible corporate structure and additional capital resources.
Currently, we do not have any plans or arrangements to acquire any financial institutions.
Enhancing core earnings by increasing lower cost transaction and savings accounts and continuing our emphasis on operational efficiencies . Checking,
savings and money market accounts are a lower cost source of funds than time deposits, and we have made a concerted effort to increase lower-cost transaction and
savings deposit accounts and reduce our dependence on traditionally higher cost certificates of deposit. Our ratio of certificates of deposit to total deposits has decreased
from 78.1% at March 31, 2011 to 70.4% at September 30, 2013. We intend to market our core transaction accounts and savings accounts, emphasizing additional
product offerings and our high quality service. We also recognize that controlling operating expenses is essential to our long-term profitability. While we anticipate that
our efficiency ratio may be negatively impacted in future periods as a result of our expansion of our lending efforts, and technology enhancements, we intend to continue
to focus on operational efficiencies. Our annualized efficiency ratio for the six months ended September 30, 2013 was 57.6%.
Leveraging our competitive strengths to attract and retain customers. We believe that our competitive strengths are personalized, superior customer service,
extensive knowledge of our markets and borrowers, and highly visible community activities. We believe that we can leverage these strengths to attract and retain
customers. We also believe that there is an increasing population of potential customers dislocated as a result of large bank consolidations in our market area who seek
the personalized service of a community bank. We plan to update existing technologies and implement new technologies to enhance the customer experience and
ultimately increase the efficiency of our operations.
Overview
Income . We have two primary sources of pre-tax income. The first is net interest income. Net interest income is the difference between interest income (which is
the income that we earn on our loans and investments) and interest expense (which is the interest that we pay on our deposits and borrowings).
To a much lesser extent, we also recognize pre-tax income from fee and service charge incomethe compensation we receive from providing products and
services, and the increase in the cash surrender value of bank owned life insurance. Most of our fee and service charge income comes from service charges on deposit
accounts and fees for late loan payments. We also earn fee and service charge income from ATM charges and other fees and charges. The cash surrender value of bank
owned life insurance is recorded in the consolidated statement of financial condition as an asset and the change in cash surrender value is recorded as non-interest
income.
Allowance for Loan Losses . The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to
establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.
Expenses. The expenses we incur in operating our business consist of salary and employee benefits expenses, occupancy expenses, equipment expenses,
directors compensation, advertising expenses, legal expenses, federal deposit insurance premiums and other miscellaneous expenses.
Salary and employee benefits expenses consist primarily of the salaries and wages paid to our employees, payroll taxes and expenses for retirement and other
employee benefits. Following the offering, we will recognize additional annual employee compensation and benefit expenses resulting from the purchase of additional
shares by our employee stock ownership plan and the implementation of a new equity incentive plan, if approved by stockholders. We cannot determine the actual
amount of these new equity based compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market
value of the shares of common stock at specific points in the future. Occupancy expenses, which are the fixed and variable costs of building and related equipment,
consist primarily of lease

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Table of Contents
payments, real estate taxes, depreciation charges, maintenance and costs of utilities. Equipment expenses include fees paid to our third-party data processing service,
telephone expense and expenses and depreciation charges related to premises and banking equipment. Depreciation of premises and banking equipment is computed
using the straight-line method based on the useful lives of the related assets. Estimated lives are 5 to 40 years for building and improvements, 5 to 20 years for land
improvements and 2 to 10 years for furnishings and equipment. Leasehold improvements are amortized over the shorter of the useful life of the asset or term of the lease.
Other miscellaneous expenses include expenses for accountants and consultants, charitable contributions, insurance, office supplies, printing, postage and other
miscellaneous operating expenses.
Critical Accounting Policies
In reviewing and understanding financial information for old Clifton, you are encouraged to read and understand the significant accounting policies used in
preparing our consolidated financial statements included elsewhere in this prospectus. These policies are described in note 1 of the notes to our consolidated financial
statements. The accounting and financial reporting policies of old Clifton conform to accounting principles generally accepted in the United States of America and to
general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which we
believe to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of income and expenses during the periods presented.
We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying
value of certain assets or on income, to be critical accounting policies. Material estimates that are particularly susceptible to significant changes relate to the
determination of the allowance for loan losses, the identification of other-than-temporary impairment on securities, the determination of the liabilities and expenses on
our defined benefit plans, the determination of the amount of deferred tax assets which are more likely than not to be realized, and the estimation of fair value
measurements of financial instruments.
Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to
establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. An
allowance for loan losses is maintained at a level considered necessary to provide for loan losses based upon an evaluation of known and inherent losses in the loan
portfolio. In determining the allowance for loan losses, we consider the losses inherent in the loan portfolio and changes in the nature and volume of the loan activities,
along with the local economic and real estate market conditions. We utilize a two-tier approach: (1) identification of loans that must be reviewed individually for
impairment, and (2) establishment of a general valuation allowance on the remainder of the loan portfolio. We maintain a loan review system which allows for a periodic
review of the loan portfolio and the early identification of impaired loans. One- to four-family real estate loans and consumer installment loans are considered to be
homogeneous and, therefore, are not separately evaluated for impairment unless they are considered troubled debt restructurings. A loan is considered to be a troubled
debt restructuring when, to maximize the recovery of the loan we modify the borrowers existing loan terms and conditions in response to financial difficulties
experienced by the borrower.
We take into consideration, among other things, delinquency status, size of loans, types of collateral and financial condition of borrowers. A loan is deemed to be
impaired when, based on current information and events, it is probable that we will be unable to collect all amounts when due according to the contractual terms of the
loan agreement. All loans identified as impaired are evaluated individually. We do not aggregate such loans for evaluation purposes. Loan impairment is measured based
on the present value of expected future cash flows discounted at the loans effective interest rate or, as a practical expedient, at the loans observable market price or the
fair value of the collateral if the loan is collateral dependent. Payments received on impaired loans are generally applied first to interest income and then applied to
principal.
General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss rates, composition of the loan portfolio,
current economic conditions and managements judgment. Regardless of the extent of the analysis of customer performance, portfolio evaluations, trends or risk
management processes established, certain inherent, but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays
in obtaining information regarding a customers financial condition or changes in their financial condition, the judgmental nature of individual loan evaluations,
collateral assessments and the interpretation of economic trends, and the sensitivity of

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assumptions utilized to establish allocated allowances for homogeneous groups of loans among other factors. These other risk factors are continually reviewed and
revised by management using relevant information available at the time of the evaluation.
Although we believe that we use the best information available to recognize losses on loans and establish the allowance for loan losses, future additions to the
allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. In addition, the Office of
the Comptroller of the Currency, as an integral part of its examination process, periodically reviews the adequacy of our allowance for loan losses. That agency may
require us to recognize additions to the allowance based on its judgments about information available to it at the time of its examination.
Other-than-Temporary Impairment of Securities. If the fair value of a security is less than its amortized cost, the security is deemed to be impaired. We evaluate
all securities with unrealized losses quarterly to determine if such impairments are temporary or other-than-temporary in accordance with Accounting Standards
Codification (ASC) Topic 320, InvestmentDebt and Equity Securities.
Defined Benefit Plans. The liabilities and expenses for our defined benefit plans are based upon actuarial assumptions of future events, including interest rates,
rates of increase in compensation and the length of time we will have to provide those benefits. Actual results may differ from these assumptions. These assumptions are
reviewed and updated annually and management believes the estimates are reasonable.
Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. If currently available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax assets and liabilities. These judgments
require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are
reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation
allowance against our deferred tax assets. A valuation allowance that results in additional income tax expense in the period in which it is recognized would negatively
affect earnings. Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize the
deferred tax assets.
Fair Value Measurements. We use our best judgment in estimating fair value measurements of Clifton Savings Banks financial instruments; however, there are
inherent weaknesses in any estimation technique. We utilize various assumptions and valuation techniques to determine fair value, including, but not limited to cash
flows, discount rates, rate of return, adjustments for nonperformance and liquidity, quoted market prices, and appraisals. The fair value estimates are not necessarily
indicative of the actual amounts that could have been realized in a sale transaction on the dates indicated. The estimated fair value amounts have not been re-evaluated or
updated subsequent to the respective reporting dates. As such, the estimated fair values subsequent to the respective dates may be different than the amounts reported.
Balance Sheet Analysis
General. Total assets increased $66.8 million, or 6.6%, to $1.08 billion at September 30, 2013 from $ 1.02 billion at March 31, 2013. Loans receivable, net,
increased $97.6 million, or 21.4%, from $456.8 million at March 31, 2013 to $554.5 million at September 30, 2013. The increase during the six months ended
September 30, 2013 resulted primarily from origination volume and purchases of loans exceeding repayment levels. Clifton Savings Bank continues to supplement its
internal origination volume with purchases of loans from various sources, and in late 2012 established a commercial loan department to expand its multi-family and
commercial real estate lending activities. The largest increase in the loan portfolio was in one- to four-family real estate loans, which increased $82.0 million, or 19.6%.
Securities decreased $22.1 million, or 4.6%, to $456.0 million at September 30, 2013 from $478.1 million at March 31, 2013, as funds received from calls, maturities
and repayments were redeployed into higher yielding loans. Cash and cash equivalents decreased $11.1 million, or 42.8%, to $14.8 million at September 30, 2013 from
$25.9 million at March 31, 2013, as these funds were redeployed into higher yielding assets. Interest bearing deposits increased $24.8 million, or 3.3%, to $775.3 million
at September 30, 2013 from $750.5 million at March 31, 2013, and non-interest bearing deposits increased $2.9 million, or 21.6%, to $16.1 million

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at September 30, 2013 from $13.2 million at March 31, 2013. The increase in interest bearing deposits was mainly due to the promotional rates offered on a bonus
passbook account at two of Clifton Savings Banks newest branches. Borrowed funds increased $40.0 million, or 76.2%, to $92.5 million at September 30, 2013, as
compared with $52.5 million at March 31, 2013 as borrowings were needed to fund increased loan origination and purchase volumes.
Total assets decreased $85.4 million, or 7.8%, to $1.02 billion at March 31, 2013 from $1.10 billion at March 31, 2012. Loans receivable, net, increased $20.0
million, or 4.6%, from $436.8 million at March 31, 2012 to $456.8 million at March 31, 2013. The increase during the year ended March 31, 2013 resulted primarily
from the origination volume and purchases of loans being higher than repayment levels. The largest increase in the loan portfolio was in one- to four-family loans which
increased $21.1 million, or 5.3%. Securities decreased $96.1 million, or 16.7%, to $478.1 million at March 31, 2013 from $574.2 million at March 31, 2012. Cash and
cash equivalents decreased $14.4 million, or 35.7%, to $25.9 million at March 31, 2013 from $40.3 million at March 31, 2012, as these funds were redeployed into
higher yielding assets. Bank owned life insurance increased by $7.9 million to $35.5 million at March 31, 2013 from $27.6 million at March 31, 2012. Clifton Savings
Bank determined that it is in its best interest to recover and/or offset certain costs associated with employee benefit programs sponsored by Clifton Savings Bank as well
as provide selected management with pre-retirement supplemental death benefits, and that bank owned life insurance would be an effective vehicle to accomplish such
cost recoveries. The benefit costs to be recovered include Clifton Savings Banks annual group medical insurance expenses. Management projected the future costs of
such benefits on an after-tax basis using conservative assumptions regarding future increases. There are regulatory limitations on the amount of bank owned life
insurance that can be purchased. Based upon Clifton Savings Banks Tier 1 regulatory capital at March 31, 2013, Clifton Savings Banks ownership of $35.5 million of
bank owned life insurance did not exceed its regulatory maximum of $42.2 million. Deposits decreased $62.6 million, or 7.6%, to $763.7 million at March 31, 2013
from $826.3 million at March 31, 2012 due to a strategy of pricing which allowed for a controlled outflow of non-core deposits in order to maintain the net interest
margin and spread in the current economic environment.
Total assets decreased $21.2 million, or 1.9%, to $1.10 billion at March 31, 2012 from $1.12 billion at March 31, 2011. Loans receivable, net, decreased $4.9
million, or 1.1%, from $441.7 million at March 31, 2011 to $436.8 million at March 31, 2012. The decrease during the year ended March 31, 2012 resulted primarily
from repayment levels on loans slightly exceeding origination volume. The largest decrease in the loan portfolio was in one- to four-family loans which decreased $7.2
million, or 1.8%. Securities increased $3.1 million, or 0.6%, to $574.2 million at March 31, 2012 from $571.1 million at March 31, 2011. Other assets decreased
approximately $812,000 for the year ended March 31, 2012 primarily due to decreases of $469,000 in prepaid Federal Deposit Insurance Corporation premiums and the
write-down of land held for sale of $156,000. Deposits decreased $11.1 million, or 1.3%, to $826.3 million at March 31, 2012 from $837.4 million at March 31, 2011.
Old Clifton has repurchased 4.9 million shares of its stock in conjunction with its repurchase programs since its initial public offering. All repurchased stock is
carried on old Cliftons statement of financial condition as treasury stock and will be retired in connection with the conversion. Old Clifton repurchased the shares as
part of its overall capital management strategy.
Loans. Our primary lending activity is the origination of loans secured by real estate. We originate real estate loans secured by one- to four-family homes, and, to
a much lesser extent, multi-family and commercial real estate and construction loans. At September 30, 2013, real estate mortgage and construction loans totaled $543.8
million, or 97.9% of total loans, compared to $448.8 million, or 97.9% of total, loans, at March 31, 2013 and $428.5 million, or 97.4% of total loans, at March 31, 2012.
The increase in these loans during the six months ended September 30, 2013 and the year ended March 31, 2013 was mainly due to loan origination volume and
purchases exceeding repayment levels, in particular one- to four-family loans. Purchases of one- to four-family loans increased during the six months ended
September 30, 2013 and the year ended March 31, 2013 and are expected to continue as they are a means of supplementing internal loan volume. Loans are purchased
from various sources including mortgage brokers and other lenders. During the year ended March 31, 2013, we also hired two internal loan solicitors which contributed
to the increase in one- to four-family origination volume. In late 2012, we also began the process of expanding our multi-family and commercial real estate lending with
the establishment of a commercial loan department. Multi-family and commercial loans increased $13.4 million, or 46.7% during the six months ended September 30,
2013 as a result of the establishment of this department. Our commercial loans are mainly secured by commercial real estate such as strip malls, small retail locations,
mixed-use properties and other non-residential buildings. Our multi-family loans are mostly secured by a variety of small and mid-size apartment buildings and
complexes that generally range from five to 45 units.

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At March 31, 2012, real estate mortgage and construction loans totaled $428.5 million, or 97.4% of total loans, compared to $432.6 million, or 97.3% of total
loans, at March 31, 2011. The decrease in these loans during the year ended March 31, 2012 was due to repayment levels on loans exceeding origination volume.
At September 30, 2013 and March 31, 2013, the outstanding balance of loans which were purchased and are serviced by other institutions totaled $35.6 million
and $36.1 million.
The following table sets forth the composition of our loan portfolio at the dates indicated:



48
At September 30, At March 31,
2013 2013 2012 2011
(Dollars in thousands) Amount Percent Amount Percent Amount Percent Amount Percent
Real estate:
One- to four-family $ 501,269 90.20 % $ 419,240 91.41 % $ 398,174 90.53 % $ 405,331 91.15 %
Multi-family 22,206 4.00 % 14,990 3.27 14,084 3.20 12,708 2.86
Commercial 19,842 3.57 % 13,671 2.98 14,844 3.37 12,126 2.73
Construction 522 0.09 % 937 0.20 1,380 0.32 2,454 0.55

Total real estate loans 543,839 97.86 % 448,838 97.86 428,482 97.42 432,619 97.29

Consumer:
Second mortgage 8,638 1.55 % 6,687 1.46 7,892 1.79 8,602 1.93
Passbook or certificate 866 0.16 % 838 0.18 797 0.18 967 0.22
Equity lines of credit 2,336 0.42 % 2,218 0.49 2,097 0.48 1,949 0.44

Total consumer loans 11,840 2.13 % 9,743 2.13 10,786 2.45 11,518 2.59

Other loans 60 0.01 % 55 0.01 555 0.13 555 0.12

Total gross loans 555,739 100.00 % 458,636 100.00 % 439,823 100.00 % 444,692 100.00 %

Loans in process (69 ) (169 ) (744 ) (931 )
Net premiums and discounts and deferred loan fees (costs) 1,730 845 (156 ) (135 )
Allowance for loan losses (2,950 ) (2,500 ) (2,090 ) (1,880 )

Total loans receivable, net $ 554,450 $ 456,812 $ 436,833 $ 441,746

At March 31,
2010 2009
(Dollars in thousands) Amount Percent Amount Percent
Real estate:
One- to four-family $ 440,937 91.90 % $ 431,055 91.82 %
Multi-family 12,387 2.58 10,526 2.24
Commercial 12,188 2.54 11,360 2.42
Construction 863 0.18 750 0.16

Total real estate loans 466,375 97.20 453,691 96.64

Consumer:
Second mortgage 10,454 2.18 13,055 2.78
Passbook or certificate 1,004 0.21 1,149 0.25
Equity lines of credit 1,684 0.35 1,259 0.27

Total consumer loans 13,142 2.74 15,463 3.30

Other loans 300 0.06 295 0.06
Total gross loans 479,817 100.00 % 469,449 100.00 %

Loans in process (537 ) (143 )
Net premiums and discounts and deferred loan fees (costs) 286 894
Allowance for loan losses (2,050 ) (1,700 )

Total loans receivable, net $ 477,516 $ 468,500

Table of Contents
The following tables set forth certain information at September 30, 2013 and March 31, 2013 regarding the dollar amount of principal repayments becoming due
during the periods indicated for loans. The tables do not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our
actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one
year or less.


The following tables set forth the dollar amount of all loans at September 30, 2013 and March 31, 2013 that are due after September 30, 2014 and March 31,
2014, respectively, and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude loans in process and net premiums and
discounts and deferred loan fees (costs), and includes $4.7 million and $5.9 million of nonperforming loans at September 30, 2013 and March 31, 2013, respectively.


49
At September 30, 2013
(In thousands)
One- to Four-
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Consumer
Loans Other Loans
Total
Loans
Amounts due in:
One year or less $ 942 $ $ $ 522 $ 881 $ 30 $ 2,375
More than one to three years 586 137 30 753
More than three to five years 7,491 60 138 1,564 9,253
More than five to ten years 23,289 1,108 2,368 2,971 29,736
More than ten to fifteen years 110,562 4,758 3,309 3,278 121,907
More than fifteen years 358,399 16,280 14,027 3,009 391,715

Total $ 501,269 $ 22,206 $ 19,842 $ 522 $ 11,840 $ 60 $ 555,739

At March 31, 2013
(In thousands)
One- to Four-
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Consumer
Loans Other Loans
Total
Loans
Amounts due in:
One year or less $ 245 $ $ $ 937 $ 879 $ 25 $ 2,086
More than one to three years 613 143 30 786
More than three to five years 5,083 1,355 6,438
More than five to ten years 26,936 1,089 904 2,077 31,006
More than ten to fifteen years 97,859 5,214 5,148 2,686 110,907
More than fifteen years 288,504 8,687 7,619 2,603 307,413

Total $ 419,240 $ 14,990 $ 13,671 $ 937 $ 9,743 $ 55 $ 458,636

(In thousands) Fixed-Rates
Floating or
Adjustable-
Rates
Total
at
September 30, 2013
Real estate:
One- to four-family $ 402,997 $ 97,330 $ 500,327
Multi-family 5,906 16,300 22,206
Commercial 7,307 12,535 19,842
Construction
Consumer 8,634 2,325 10,959
Other loans 30 30

Total $ 424,874 $ 128,490 $ 553,364

Table of Contents
The following table sets forth loan origination and purchase and sale activity. There were transfers of $201,000, $215,000, $215,000, $177,000 and $186,000 to
real estate owned during the six months ended September 30, 2013 and 2012 and the years ended March 31, 2013, 2012 and 2011, respectively. There were no transfers
to real estate owned during any of the other periods presented. Purchases of one- to four-family loans increased during the six months ended September 30, 2013 and the
year ended March 31, 2013 and are expected to continue as they are an excellent source to supplement internal loan volume. Loans are purchased from various sources
including mortgage brokers and other lenders. There were no loans sales during the periods presented.

Securities. Our securities portfolio consists primarily of Federal agency debt securities and corporate bonds with maturities of fifteen years or less and mortgage-
backed securities with stated final maturities of thirty years or less. At September 30, 2013, securities decreased $22.1 million, or 4.6%, to $456.0 million from $478.1
million at March 30, 2013. The decrease was the result of proceeds from calls, maturities and repayments of principal being redeployed into higher yielding loans.
Securities decreased $96.1 million, or 16.7%, in the year ended March 31, 2013 as a result of investment security calls and repayments of principal on mortgage-backed
securities. All of our mortgage-backed securities were issued by either the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation or
Governmental National Mortgage Association.

50
(In thousands) Fixed-Rates
Floating or
Adjustable-
Rates
Total
at
March 31, 2013
Real estate:
One- to four-family $ 342,817 $ 76,178 $ 418,995
Multi-family 5,398 9,592 14,990
Commercial 7,522 6,149 13,671
Construction
Consumer 6,657 2,207 8,864
Other loans 30 30

Total $ 362,424 $ 94,126 $ 456,550


Six Months Ended
September 30, Year Ended March 31,
(In thousands) 2013 2012 2013 2012 2011 2010 2009
Total gross loans at beginning of period $ 458,636 $ 439,823 $ 439,823 $ 444,692 $ 479,817 $ 469,449 $ 421,481
Originations:
Real estate loans:
One- to four-family 65,636 32,317 56,652 54,532 54,571 95,119 93,976
Multi-family 7,718 2,565 1,025 2,650 2,758
Commercial 6,765 4,282 550 1,718 5,281
Construction 900 900 455 1,985 2,373 750

Total real estate loans 80,119 33,217 57,552 61,834 58,131 101,860 102,765
Consumer loans:
Home equity lines of credit 483 409 895 688 975 1,028 1,115
Second mortgage 3,202 673 1,318 1,461 1,025 1,144 2,705
Passbook or certificate 130 181 251 155 293 491 307

Total consumer loans 3,815 1,263 2,464 2,304 2,293 2,663 4,127
Other loans 5 275 30
Total loans originated 83,939 34,480 60,016 64,138 60,699 104,553 106,892
Loans purchased 49,560 25,997 47,340 20,109 1,774 2,916 4,592
Principal payments, repayments, transfers and charge-offs (36,396 ) (42,730 ) (88,543 ) (89,116 ) (97,598 ) (97,101 ) (63,516 )

Total gross loans at end of period $ 555,739 $ 457,570 $ 458,636 $ 439,823 $ 444,692 $ 479,817 $ 469,449

Table of Contents
The following table sets forth the amortized cost and fair value of our securities portfolio at the dates indicated.

At September 30, 2013 and March 31, 2013, we did not own any securities, other than U.S. Government and agency securities and corporate bonds that had an
aggregate book value in excess of 10% of our stockholders equity on those dates.

51

At
September 30, At March 31,
2013 2013 2012 2011
(In thousands)
Amortized

Cost
Fair
Value
Amortized

Cost
Fair
Value
Amortized

Cost
Fair
Value
Amortized

Cost
Fair
Value
Securities available for sale:
Debt securities:
Federal National Mortgage Association $ $ $ $ $ 24,994 $ 25,035 $ 5,000 $ 4,996
Federal Home Loan Banks 5,000 5,003
Federal Farm Credit Banks 5,000 5,006
Federal Home Loan Mortgage Corporation 5,000 5,004 10,000 10,027 5,000 5,006

5,000 5,004 44,994 45,071 10,000 10,002

Mortgage-backed securities:
Federal National Mortgage Association 3,970 4,181 4,856 5,170 16,295 17,405 16,069 17,108
Federal Home Loan Mortgage Corporation 4,838 5,225 7,118 7,719 10,151 10,829

3,970 4,181 9,694 10,395 23,413 25,124 26,220 27,937

Total securities available for sale $ 3,970 $ 4,181 $ 14,694 $ 15,399 $ 68,407 $ 70,195 $ 36,220 $ 37,939

Securities held to maturity:
Debt securities:
Federal National Mortgage Association $ 15,000 $ 15,000 $ $ $ 73,982 $ 73,999 $ 114,949 $ 112,856
Federal Home Loan Mortgage Corporation 15,000 14,915 5,000 4,989 23,947 24,041 39,905 39,258
Federal Home Loan Banks 20,000 20,043 20,000 20,593 15,000 15,363 68,574 66,543
Federal Farm Credit Banks 39,999 39,948 44,999 45,013 5,000 5,016 10,000 10,050

89,999 89,906 69,999 70,595 117,929 118,419 233,428 228,707
Corporate Bonds 49,949 51,088 49,917 51,867 49,855 49,862

139,948 140,994 119,916 122,462 167,784 168,281 233,428 228,707

Mortgage-backed securities:
Federal National Mortgage Association 202,349 200,852 207,781 214,549 157,844 165,581 120,439 123,977
Federal Home Loan Mortgage Corporation 87,266 88,905 106,346 111,680 139,231 145,602 130,980 135,059
Governmental National Mortgage Association 22,279 23,478 28,685 30,648 39,155 41,985 48,273 49,925

311,894 313,235 342,812 356,877 336,230 353,168 299,692 308,961

Total securities held to maturity $ 451,842 $ 454,229 $ 462,728 $ 479,339 $ 504,014 $ 521,449 $ 533,120 $ 537,668

Total $ 455,812 $ 458,410 $ 477,422 $ 494,738 $ 572,421 $ 591,644 $ 569,340 $ 575,607

Table of Contents
The following table sets forth the contractual maturities and weighted average yields of securities at September 30, 2013. Certain mortgage-backed securities and
corporate bonds have interest rates that are adjustable and will reprice periodically within the various maturity ranges. These repricings are not reflected in the table
below. At September 30, 2013, the amortized cost of mortgage-backed securities and corporate bonds with adjustable rates totaled $6.2 million and $14.9 million,
respectively. We had no tax-exempt securities at September 30, 2013.

Deposits . Our primary source of funds is our deposit accounts. These deposits are provided primarily by individuals within our market area. We do not use
brokered deposits as a source of funding. Deposits increased $27.7 million, or 3.6%, to $791.4 million from $763.7 million at March 31, 2013. The increase in deposits
for the six months ended September 30, 2013 was primarily the result of Clifton Savings Bank offering a promotional rate bonus passbook account at its two newest
branch locations. Deposits decreased $62.6 million, or 7.6%, to $763.7 million at March 31, 2013 from $826.3 million at March 31, 2012. The decrease in deposits
during the year ended March 31, 2013 was primarily the result of Clifton Savings Banks strategy of pricing deposits to allow for controlled outflow of non-core
deposits to maintain the net interest spread and margin in the current economic environment.

52

One Year
or Less
More Than
One Year to
Five Years
More Than
Five Years to
Ten Years
More Than
Ten Years Total
(Dollars in thousands)
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Securities available for sale:
Debt securities:
Federal National Mortgage Association $ % $ % $ % $ % $ %
Federal Home Loan Banks
Federal Farm Credit Banks
Federal Home Loan Mortgage Corporation
Mortgage-backed securities:
Federal National Mortgage Association 3,970 3.81 3,970 3.81
Federal Home Loan Mortgage Corporation

3,970 3.81 3,970 3.81
Securities held to maturity:
Debt securities:
Federal National Mortgage Association 15,000 0.75 15,000 0.75
Federal Home Loan Mortgage Corporation 15,000 0.93 15,000 0.93
Federal Home Loan Banks 10,000 0.63 10,000 3.13 20,000 1.88
Federal Farm Credit Banks 39,999 0.46 39,999 0.46
Corporate Bonds 4,935 0.52 35,011 3.14 10,003 3.40 49,949 2.94
Mortgage-backed securities:
Federal National Mortgage Association 358 4.53 77,078 2.19 124,913 3.35 202,349 2.91
Federal Home Loan Mortgage Corporation 867 4.51 3,169 4.57 83,230 3.54 87,266 3.59
Governmental National Mortgage Association 22,279 4.21 22,279 4.21

4,935 0.52 116,235 1.43 100,250 2.48 230,422 3.50 451,842 2.71

Total $ 4,935 0.52 % $ 116,235 1.43 % $ 100,250 2.48 % $ 234,392 3.51 % $ 455,812 2.72 %

Table of Contents
The following table sets forth the balances of our deposit products at the dates indicated.

The following table sets forth the time deposits classified by rates at the dates indicated.

The following table sets forth the amount and maturities of time deposits classified by rates at September 30, 2013.


53
At September 30, At March 31,
2013 2013 2012 2011
(In thousands) Amount
Weighted
Average
Rate Amount
Weighted
Average
Rate Amount
Weighted
Average
Rate Amount
Weighted
Average
Rate
Demand accounts:
Non-interest-bearing $ 16,079 0.00 % $ 13,228 0.00 % $ 7,997 0.00 % $ 8,249 0.00 %
High yield checking 14,525 0.15 14,428 0.20 14,938 0.30 14,881 0.65
NOW 23,864 0.10 23,226 0.10 21,289 0.20 19,728 0.40
Super NOW 188 0.15 216 0.20 120 0.30 191 0.50
Money market 18,993 0.15 19,356 0.20 21,085 0.30 20,941 0.50

Total demand accounts 73,649 0.10 70,454 0.13 65,429 0.23 63,990 0.44

Savings and club accounts 160,841 0.30 127,957 0.20 122,852 0.33 119,318 0.51
Certificates of deposit 556,897 1.28 565,281 1.36 637,994 1.69 654,077 1.88

Total deposits $ 791,387 0.97 % $ 763,692 1.05 % $ 826,275 1.37 % $ 837,385 1.57 %

At September 30, At March 31,
(Dollars in thousands) 2013 2013 2012 2011
0.001.00% $ 274,164 $ 248,373 $ 189,540 $ 143,634
1.012.00% 152,622 174,135 201,683 202,227
2.013.00% 104,889 115,421 181,885 233,629
3.014.00% 25,197 27,328 61,526 56,482
4.015.00% 3,337 15,543
5.016.00% 25 24 23 2,562

Total $ 556,897 $ 565,281 $ 637,994 $ 654,077

Amount Due
Total
Percent of
Total Time

Deposit
Account (Dollars in thousands)
One Year or

Less
More Than
One Year to

Two Years
More Than
Two Years to

Three Years
More Than
Three Years
0.000.50% $ 115,589 $ 6,214 $ $ $ 121,803 21.87 %
0.511.00% 73,346 70,806 8,209 152,361 27.36
1.012.00% 55,208 39,600 42,868 14,946 152,622 27.41
2.013.00% 59,496 23,802 661 20,930 104,889 18.84
3.014.00% 15,034 211 9,952 25,197 4.52
4.015.00% 0.00
5.016.00% 25 25 0.00

Total $ 318,673 $ 140,633 $ 51,763 $ 45,828 $ 556,897 100.00 %

Table of Contents
The following table indicates the amount of jumbo certificates of deposit by time remaining until maturity as of September 30, 2013 and March 31, 2013,
respectively. Jumbo certificates of deposit require minimum deposits of $100,000.


Borrowings . To supplement deposits as a source for lending and investment activities, Clifton Savings Bank has entered into several third-party borrowing
arrangements. Clifton Savings Bank can borrow overnight funds from the Federal Home Loan Bank under an overnight advance program up to Clifton Savings Banks
maximum borrowing capacity based on its ability to collateralize such borrowings. Clifton Savings Bank also has the ability to borrow funds of up to an aggregate of
$88.0 million at two large financial institutions under unsecured overnight lines of credit at a daily adjustable rate. Historically, the cash flows from deposit and other
daily activities have been sufficient to meet day-to-day funding obligations, with only the occasional need to borrow on a short-term basis from our overnight advance
program with the Federal Home Loan Bank. During the six months ended September 30, 2013, to fund the large origination and purchase volume of loans, Clifton
Savings Bank entered into fixed rate Federal Home Loan Bank borrowings with short and long terms. The remaining outstanding borrowings as of September 30, 2013
and March 31, 2013 were made in connection with previous leverage strategies.
The following table presents certain information regarding our Federal Home Loan Bank of New York advances during the periods and at the dates indicated. We
had no other outstanding borrowings at any of the dates indicated.

Results of Operations for the Six Months Ended September 30, 2013 and 2012
Overview. Net income decreased primarily due to a decrease in net interest income of $561,000, an increase of $244,000 in provision for loan losses, and an
increase of $494,000 in non-interest expenses, partially offset by an increase of $637,000 in noninterest income and a decrease of $247,000 in income tax expense.
Net Interest Income. Net interest income decreased $561,000, or 4.7%, to $11.47 million for 2013, despite an increase of 2 basis points in the net interest spread
due to the reduced average size of the balance sheet. There was a decrease of 31 basis points in the cost of interest-bearing liabilities, partially offset by a decrease of 29
basis points in the yield earned on interest-earning assets.

54
Maturity Period at September 30, 2013
Jumbo
Certificates
of Deposit
(In thousands)
Three months or less $ 40,137
Over three through six months 31,561
Over six through twelve months 41,289
Over twelve months 105,161

Total $ 218,148

Maturity Period at March 31, 2013
Jumbo
Certificates
of Deposit
(In thousands)
Three months or less $ 29,292
Over three through six months 25,569
Over six through twelve months 55,299
Over twelve months 106,542

Total $ 216,702


Six Months Ended
September 30, Year Ended March 31,
(Dollars in thousands) 2013 2012 2013 2012 2011
Maximum amount of advances outstanding at any month-end during the period $ 92,500 $ 78,272 $ 78,272 $ 95,023 $ 123,119
Average advances outstanding during the period 65,357 67,731 61,504 90,502 113,746
Weighted average interest rate during the period 3.02 % 3.93 % 3.84 % 3.87 % 3.85 %
Balance outstanding at end of period $ 92,500 $ 55,387 $ 52,500 $ 78,679 $ 95,668
Weighted average interest rate at end of period 2.27 % 3.83 % 3.56 % 3.83 % 3.82 %
Table of Contents
Total interest income decreased $2.0 million, or 11.0%, to $16.5 million for 2013, resulting from the decrease in the average yield on these assets coupled with a
decrease in the average balance of interest-earning assets. During 2013, the balance of average interest-earning assets decreased $33.4 million, or 3.3%, while the
average yield on interest-earning assets decreased 29 basis points to 3.37%. The composition of interest-earning assets generally consists of loans, securities and other
interest-earning assets. The decrease in average interest-earning assets was primarily due to decreases of $38.1 million in investment securities, $28.0 million in
mortgage-backed securities and $18.7 million in other interest-earning assets, partially offset by increases of $51.3 million in loans. Interest on loans, mortgage-backed
securities, investment securities, and other interest-earning assets decreased in the aggregate by 11.0%. Interest on loans increased as the increase in the average balances
of these assets outweighed the decrease in yields earned . The average balance of investment securities and mortgage-backed securities decreased along with interest
income, as the average balances and yields earned on these types of assets also decreased. Income on other interest-earning assets decreased as the decrease in balance
more than offset the increase in yield.
Total interest expense decreased $1.5 million, or 22.6%, to $5.0 million for 2013 due to a decrease of $23.6 million, or 2.8%, in the balance of average interest-
bearing liabilities, coupled with a decrease of 31 basis points to 1.20%, in the average interest rate paid on interest-bearing liabilities.
Provision for Loan Losses. We recorded a provision for loan losses of $536,000 during the six months ended September 30, 2013, compared to $292,000 during
the six months ended September 30, 2012. The increase in the provision for loan losses was mainly the result of a 21.4% increase in gross loans during the six months
ended September 30, 2013. In addition the provision increased in the 2013 period as nonaccrual loans increased $561,000, or 13.4%, from September 30, 2012 to
September 30, 2013.
At September 30, 2013 and 2012, Clifton Savings Banks nonperforming loans, all of which were in a nonaccrual status, totaled $4.7 million and $4.2 million,
respectively, representing 0.85% and 0.91%, respectively, of total gross loans. During the six months ended September 30, 2013, Clifton Savings Banks net charge-offs
totaled $91,000, which represented losses recorded on two one- to four-family residential real estate loans. At September 30, 2013, nonperforming loans consisted of
twenty-six loans secured by one- to four-family residential real estate, one loan secured by commercial real estate, and four second mortgage loans secured by one- to
four-family residential real estate. All nonperforming loans included above are secured by properties located in the state of New Jersey. Impaired loans totaled $566,000
at September 30, 2013. The allowance for loan losses amounted to $2.95 million at September 30, 2013, representing 0.53% of total gross loans.
Non-interest Income. The following table shows the components of non-interest income for the six months ended September 30, 2013 as compared to the six
months ended September 30, 2012.

Non-interest income increased primarily due to the 2012 period including a $527,000 loss on debt extinguishment and a $99,000 write-down of land held for sale.
Gains on sales of securities totaled $566,000 and $647,000, respectively, in the 2013 and 2012 periods.

55
(Dollar in thousands) 2013 2012
Fees and service charges $ 119 $ 112
Bank owned life insurance 518 433
Gain on sale of securities 566 647
Loss on write-down of land held for sale (527 )
Loss on extinguishment of debt (99 )
Other 1 1

Total $ 1,204 $ 567

Table of Contents
Non-interest Expense. The following table shows the components of non-interest expense for the six months ended September 30, 2013 and 2012.

The components of non-interest expense which experienced the most significant change for the six months ended September 30, 2013 were salaries and employee
benefits, directors compensation, and advertising expenses, occupancy expense of premises, equipment expense and other expense. The increase in salaries and
employee benefits was mainly due to an increase in costs associated with hiring two commercial loan officers in December 2012 and April 2013, along with normal
annual salary increases. Directors compensation increased due to an increase in directors fees in 2013, and the resulting increase in the directors retirement plan
expense. The increase in advertising was mostly due to a campaign associated with increasing deposits at one of Clifton Savings Banks newest branches. Occupancy
expense of premises and equipment expense increased due to normal annual increases as well as the additional expense associated with Clifton Savings Banks loan
department being moved to a new leased location in September 2012. Other expense decreased mainly because of a decrease of $46,000 in real estate owned operating
expense.
Income Taxes. Income taxes decreased due to lower pre-tax income for the 2013 period. The overall effective tax rate for the 2013 period was 34.9%, compared
to 35.2% for 2012 period.
Results of Operations for the Years Ended March 31, 2013, 2012 and 2011
Overview.
2013 v. 2012. Net income decreased primarily due to a decrease in net interest income of $1.4 million, an increase of $515,000 in provision for loan losses, a
current year loss of $527,000 on extinguishment of debt and an increase of $372,000 in non-interest expenses, partially offset by an increase of $647,000 in the gain on
the sale of securities and a decrease of $748,000 in income tax expense.
2012 v. 2011. Net income decreased primarily due to a decrease in net interest income of $770,000, a decrease of $872,000 on the gain of the sale of securities,
and a decrease of $336,000 in the net gain or loss on the sale and disposal of premises and equipment, coupled with an increase of $145,000 in provision for loan losses,
partially offset by decreases of $241,000 in the loss on the write-down of land held for sale, $275,000 in noninterest expenses and $701,000 in income tax expense.
Net Interest Income.
2013 v. 2012. Net interest income decreased $1.4 million, or 5.5%, to $23.6 million for 2013, despite an increase of 5 basis points in the net interest spread due to
the reduced average size of the balance sheet. There was a decrease of 35 basis points in the cost of interest-bearing liabilities, partially offset by a decrease of 30 basis
points in the yield earned on interest-earning assets.
Total interest income decreased $5.7 million, or 13.8%, to $35.4 million for 2013, resulting from the decrease in the average yield on these assets coupled with a
decrease in the average balance of interest-earning assets. During 2013, the balance of average interest-earning assets decreased $70.0 million, or 6.6%, while the
average yield on interest-earning assets decreased 30 basis points to 3.59%. The composition of interest-earning assets generally consists of loans, securities and interest-
earning deposits. The decrease in average interest-earning assets was primarily due to decreases of $95.6 million in investment securities and $4.5 million in other
interest-earning assets, partially offset by increases of $10.0 million in loans

56
(Dollar in thousands) 2013 2012
Salaries and employee benefits $ 4,089 $ 3,712
Occupancy expense of premises 777 719
Equipment 612 560
Directors compensation 439 371
Advertising 151 113
Legal 74 91
Federal deposit insurance premiums 243 258
Other 912 979

Total $ 7,297 $ 6,803

Table of Contents
and $20.1 million in mortgage-backed securities. Interest on loans, mortgage-backed securities, investment securities, and other interest-earning assets decreased in the
aggregate by 13.8%. Interest on loans and mortgage-backed securities decreased as the decrease in yields earned on these types of assets outweighed the increase in the
average balances of these type of assets. The average balance of investment securities and other interest-bearing assets decreased along with interest income as the
average yield earned on these types of assets also decreased.
Total interest expense decreased $4.3 million, or 26.7%, to $11.8 million for 2013 due to a decrease of $80.5 million, or 8.8%, in the balance of average interest-
bearing liabilities, coupled with a decrease of 35 basis points to 1.41%, in the average interest rate paid on interest-bearing liabilities.
2012 v. 2011. Net interest income decreased $770,000, or 3.0%, to $24.9 million for 2012. The decrease in net interest income for 2012 was attributable to a 7
basis point decrease in the interest rate spread which was due to a decrease of 41 basis points in the yield earned on interest-earning assets, partially offset by a decrease
of 34 basis points in the cost of interest-bearing liabilities.
Total interest income decreased $3.9 million, or 8.6%, to $41.1 million for 2012, resulting from the decrease in the average yield on these assets partially offset by
an increase in the average balance of interest-earning assets. During 2012, the balance of average interest-earning assets increased $9.6 million, or 0.9%, while the
average yield on interest-earning assets decreased 41 basis points to 3.89%. The composition of interest-earning assets generally consists of loans, securities and interest-
earning deposits. The increase in average interest-earning assets was primarily due to increases of $8.3 million in other interest-earning assets and $23.7 million in
investment securities, partially offset by decreases of $18.9 million in loans and $3.5 million in mortgage-backed securities. Interest on loans, mortgage-backed
securities, investment securities, and other interest-earning assets decreased by 8.6%. Interest on loans and mortgage-backed securities decreased as both the average
balances and yields earned on these types of assets decreased. The average balance of investment securities and other interest-bearing assets increased but interest
income decreased as the increase in balance was outweighed by the decrease in the average yield earned on these types of assets.
Total interest expense decreased $3.1 million, or 16.1%, to $16.1 million for 2012 due to a decrease in the average interest rate paid on interest-bearing liabilities
of 34 basis points to 1.76%, partially offset by an increase of $585,000, or 0.1%, in the balance of average interest-bearing liabilities.
Provision for Loan Losses. We review the adequacy of the allowance for loan losses on a monthly basis and establish the provision for loan losses based on
changes in the volume and types of lending, delinquency levels, historical loss experience, the balance of classified loans, current economic conditions and other factors
related to the collectability of the loan portfolios. Management maintains an allowance level deemed appropriate in light of factors such as the level of nonperforming
loans, growth in the loan portfolio and the current economic environment. Managements evaluation of the adequacy of the allowance has resulted in the determination
that the allowance for loan losses is reasonably stated as of March 31, 2013. The allowance for loan losses is based on managements evaluation of the risk inherent in
our loan portfolio and gives due consideration to the changes in general market conditions and in the nature and volume of our loan activity. For additional information,
see Critical Accounting PoliciesAllowance for Loan Losses. Clifton Savings Bank continues to evaluate the need for a provision for loan losses based on the
periodic review of the loan portfolio and general market conditions.
2013 v. 2012. We recorded a provision for loan losses of $762,000 during the year ended March 31, 2013, compared to $247,000 during the year ended March 31,
2012. The increase in the provision for loan losses was a result of nonperforming loans increasing $2.1 million from March 31, 2012 to March 31, 2013, coupled with an
increase in gross loans of 4.3% during the year ended March 31, 2013. During the year ended March 31, 2012, Clifton Savings Bank amended its nonaccrual policy to
expand the classification of nonaccrual loans to include loans that were previously ninety days or more delinquent until there is a sustained period of repayment
performance (generally six consecutive months) by the borrower in accordance with the contractual terms of the loan. Included in these nonperforming loans at
March 31, 2013 are thirteen loans totaling $2.2 million that are current or less than ninety days delinquent.
Loans are generally placed on nonaccrual status when they become more than 90 days delinquent, or when the collection of principal and/or interest become
doubtful. As of March 31, 2013 and 2012, due to a change in policy implemented in fiscal 2012, nonaccrual loans differed from the amount of total loans past due
greater than 90 days due to some previously delinquent loans that are currently not more than 90 days delinquent which are maintained on nonaccrual

57
Table of Contents
status for a minimum of six months or until the borrower has demonstrated the ability to satisfy the loan terms. A loan is returned to accrual status when there is a
sustained period of repayment performance (generally six months) by the borrower in accordance with the contractual terms of the loan, or in some circumstances, when
the factors indicating doubtful collectability no longer exist and Clifton Savings Bank expects repayment of the remaining contractual amounts due. At March 31, 2013,
Clifton Savings Banks nonperforming loans, all of which were in a nonaccrual status, totaled $5.9 million, representing 1.29% of total gross loans, and 0.60% of total
assets. During the year ended March 31, 2013, Clifton Savings Banks net charged off loans totaled $352,000, which represented losses recorded on two one- to four-
family residential real estate loans, one of which is classified as real estate owned as of March 31, 2013. At March 31, 2013, nonperforming loans consisted of thirty
loans secured by one- to four-family residential real estate, one loan secured by commercial real estate, four second mortgage loans secured by one- to four-family
residential real estate, and one second mortgage loan secured by commercial real estate. All nonperforming loans included above are secured by properties located in the
state of New Jersey. Impaired loans totaled $779,000 at March 31, 2013. The allowance for loan losses amounted to $2.5 million at March 31, 2013, representing 0.55%
of total gross loans.
2012 v. 2011. We recorded a provision for loan losses of $247,000 during the year ended March 31, 2012, compared to $102,000 during the year ended March 31,
2011. The increase in the provision for loan losses was a result of nonperforming loans increasing $562,000 from March 31, 2011 to March 31, 2012 even though gross
loans decreased 1.1% during the year ended March 31, 2012. During the year ended March 31, 2012, Clifton Savings Bank amended its nonaccrual policy to expand the
classification of nonaccrual loans to include loans that were previously ninety days or more delinquent until there is a sustained period of repayment performance
(generally six months) by the borrower in accordance with the contractual terms of the loan. Included in these nonperforming loans at March 31, 2012 are five loans
totaling $597,000 that are current or less than ninety days delinquent.
At March 31, 2012, Clifton Savings Banks nonperforming loans, all of which were in a nonaccrual status, totaled $3.8 million, representing 0.86% of total gross
loans, and 0.34% of total assets. During the year ended March 31, 2012, Clifton Savings Bank charged off loans totaling $37,000, which represented partial losses from
three one- to four-family troubled debt restructurings and one write-down on a commercial real estate loan which was repossessed during the year. At March 31, 2012,
nonperforming loans consisted of twenty loans secured by one- to four-family residential real estate, two second mortgage loans secured by one- to four-family
residential real estate, and one second mortgage loan secured by commercial real estate. All nonperforming loans included above are secured by properties located in the
state of New Jersey. Impaired loans totaled $1.2 million at March 31, 2012. The allowance for loan losses amounted to $2.1 million at March 31, 2012, representing
0.48% of total gross loans.
An analysis of the changes in the allowance for loan losses is also presented under Risk ManagementAnalysis of Nonperforming and Classified Assets .
Non-interest Income. The following table shows the components of non-interest income for 2013, 2012 and 2011.

2013 v. 2012. Non-interest income increased primarily due to a $647,000 increase in gain on sale of securities and a decrease of $57,000 in loss on write-down of
land held for sale, partially offset by a $547,000 loss on extinguishment of debt during the year ended March 31, 2013.
2012 v. 2011. Non-interest income decreased primarily due to a $872,000 decrease in gain on sale of securities and a decrease of $336,000 in net gain/loss on the
sale and disposal of premises and equipment, partially offset by a decrease of $241,000 in loss on the write-down of land held for sale during the year ended March 31,
2012.

58
(Dollars in thousands) 2013 2012 2011
Fees and service charges $ 212 $ 213 $ 212
Bank owned life insurance 922 862 879
Gain on sale of securities 647 872
Net (loss) gain on sale and disposal of premises and equipment (3 ) (9 ) 327
Loss on write-down of land held for sale (99 ) (156 ) (397 )
Loss on extinguishment of debt (527 )
Other 2 3 16

Total $ 1,154 $ 913 $ 1,909

Table of Contents
Non-interest Expense. The following table shows the components of non-interest expense for 2013, 2012 and 2011.

2013 v. 2012. The components of non-interest expense which experienced the most significant change in fiscal 2013 were salaries and employee benefits,
occupancy expense of premises, and legal expenses. The increase in salaries and employee benefits was mainly due to an increase in costs associated with the hiring of a
commercial loan officer in the current period, along with normal annual salary increases. Occupancy expense of premises increased due to normal annual increases as
well as the additional expense associated with Clifton Savings Banks loan department being moved to a new leased location in September 2012. The decrease in legal
expenses was primarily due to expensing of legal fees totaling $302,000 during the 2012 period as a result of the withdrawal of Clifton Savings Banks second-step
conversion application and the postponement of our related stock offering which was announced in June 2011.
2012 v. 2011. The components of non-interest expense which experienced the most significant change in fiscal 2012 were salaries and employee benefits,
occupancy expense of premises, and federal deposit insurance premiums. The increase in salaries and employee benefits was mainly due to an increase in costs
associated with health insurance for all employees and the hiring of an enterprise risk officer and compliance officer in the 2012 period, along with normal annual salary
increases. Occupancy expense of premises decreased due to decreases in snow removal and other repair and maintenance items in 2012. The decrease in federal deposit
insurance premiums was primarily due to a change in the assessment base for institutions. The Federal Deposit Insurance Corporation adopted a final rule which became
effective on April 1, 2011 that changed the assessment base used to calculate an institutions federal deposit insurance premium to average consolidated assets minus
average tangible equity, rather than the balance of deposits.
Income Taxes.
2013 v. 2012. Income taxes decreased due to lower pre-tax income for 2013. The effective tax rate for 2013 was 34.1%, compared to 34.6% for 2012.
2012 v. 2011. Income taxes decreased due to lower pre-tax income for 2012. The effective tax rate for 2012 was 34.6%, compared to 35.6% for 2011.

59
(Dollars in thousands) 2013 2012 2011
Salaries and employee benefits $ 7,405 $ 7,055 $ 6,773
Occupancy expense of premises 1,510 1,359 1,643
Equipment 1,206 1,090 1,051
Directors compensation 845 732 760
Advertising 247 213 279
Legal 175 569 494
Federal deposit insurance premium 498 538 884
Other 2,025 1,983 1,930

Total $ 13,911 $ 13,539 $ 13,814

Table of Contents
Average Balances and Yields
The following tables present information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income and dividends
from average interest-earning assets and interest expense on average interest-bearing liabilities and the resulting average yields and costs. The yields and costs for the
periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this
table, average balances have been calculated using the average of month-end balances, and nonaccrual loans are included in average balances; however, accrued interest
income has been excluded from these loans. Loan fees (costs) are included in interest income on loans and are insignificant. Yields are not presented on a tax-equivalent
basis. Any adjustments necessary to present yields on a tax equivalent basis are insignificant.


60
Six Months Ended September 30,
2013 2012
(Dollars in thousands)
Yield/Rate
At
September 30, 2013
Average
Balance
Interest
and
Dividends
Yield/
Cost
Average
Balance
Interest
and
Dividends
Yield/
Cost
Assets:
Interest-earning assets:
Loans receivable 3.85 % $ 497,604 $ 9,962 4.00 % $ 446,300 $ 9,878 4.43 %
Mortgage-backed securities 3.28 % 330,413 5,330 3.23 % 358,381 6,662 3.72 %
Investment securities 1.63 % 132,076 1,123 1.70 % 170,149 1,865 2.19 %
Other interest-earning assets 1.80 % 18,528 82 0.89 % 37,219 125 0.67 %

Total interest-earning assets 3.34 % 978,621 16,497 3.37 % 1,012,049 18,530 3.66 %

Noninterest-earning assets 71,294 60,608

Total assets $ 1,049,915 $ 1,072,657

Liabilities and equity:
Interest-bearing liabilities:
Demand accounts 0.10 % $ 57,865 43 0.15 % $ 57,065 65 0.23 %
Savings and club accounts 0.30 % 146,688 203 0.28 % 123,454 185 0.30 %
Certificates of deposit 1.28 % 564,993 3,796 1.34 % 610,272 4,920 1.61 %

Total interest-bearing deposits 0.97 % 769,546 4,042 1.05 % 790,791 5,170 1.31 %
FHLB advances 2.27 % 65,357 986 3.02 % 67,731 1,330 3.93 %

Total interest-bearing liabilities 1.11 % 834,903 5,028 1.20 % 858,522 6,500 1.51 %

Noninterest-bearing liabilities:
Noninterest-bearing deposits 14,415 8,792
Other noninterest-bearing liabilities 12,701 18,571

Total noninterest-bearing liabilities 27,116 27,363

Total liabilities 862,019 885,885
Stockholders equity 187,896 186,772

Total liabilities and stockholders equity $ 1,049,915 $ 1,072,657

Net interest income $ 11,469 $ 12,030

Interest rate spread 2.17 % 2.15 %
Net interest margin 2.34 % 2.38 %
Average interest-earning assets to average interest-bearing liabilities 1.17 x 1.18 x
Table of Contents

61
Year Ended March 31,
2013 2012 2011
(Dollars in thousands)
Average
Balance
Interest
and
Dividends
Yield/

Cost
Average
Balance
Interest
and
Dividends
Yield/

Cost
Average
Balance
Interest
and
Dividends
Yield/

Cost
Assets:
Interest-earning assets:
Loans receivable $ 449,506 $ 19,441 4.32 % $ 439,551 $ 20,812 4.73 % $ 458,455 $ 22,725 4.96 %
Mortgage-backed securities 357,072 12,710 3.56 % 336,966 14,141 4.20 % 340,492 15,873 4.66 %
Investment securities 150,732 3,018 2.00 % 246,307 5,838 2.37 % 222,617 5,946 2.67 %
Other interest-earning assets 28,266 224 0.79 % 32,743 283 0.86 % 24,439 396 1.62 %

Total interest-earning assets 985,576 35,393 3.59 % 1,055,567 41,074 3.89 % 1,046,003 44,940 4.30 %

Noninterest-earning assets 63,070 69,901 66,035

Total assets $ 1,048,646 $ 1,125,468 $ 1,112,038

Liabilities and equity:
Interest-bearing liabilities:
Demand accounts $ 57,201 111 0.19 % $ 55,296 195 0.35 % $ 54,259 375 0.69 %
Savings and club accounts 124,057 324 0.26 % 121,145 518 0.43 % 110,690 874 0.79 %
Certificates of deposit 594,339 9,042 1.52 % 650,628 11,932 1.83 % 638,291 13,616 2.13 %

Total interest-bearing deposits 775,597 9,477 1.22 % 827,069 12,645 1.53 % 803,240 14,865 1.85 %
FHLB advances 61,504 2,360 3.84 % 90,502 3,504 3.87 % 113,746 4,380 3.85 %

Total interest-bearing liabilities 837,101 11,837 1.41 % 917,571 16,149 1.76 % 916,986 19,245 2.10 %

Noninterest-bearing liabilities:
Noninterest-bearing deposits 10,335 7,750 6,690
Other noninterest-bearing liabilities 14,496 16,824 10,918

Total noninterest-bearing liabilities 24,831 24,574 17,608

Total liabilities 861,932 942,145 934,594
Stockholders equity 186,714 183,323 177,444

Total liabilities and stockholders equity $ 1,048,646 $ 1,125,468 $ 1,112,038

Net interest income $ 23,556 $ 24,925 $ 25,695

Interest rate spread 2.18 % 2.13 % 2.20 %
Net interest margin 2.39 % 2.36 % 2.46 %
Average interest-earning assets to average interest-bearing liabilities 1.18x 1.15x 1.14x
Table of Contents
Rate/Volume Analysis
The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in
rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate).
The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated
have been allocated proportionately based on the changes due to rate and the changes due to volume.

Risk Management
Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk
and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential
reduction of interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of
financial instruments, such as available-for-sale securities that are accounted for at fair value. Other risks that we face are operational risks, liquidity risks and reputation
risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology and disaster recovery. Liquidity risk is the possible inability to
fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer
base or revenue. During the year ended March 31, 2012, Clifton Savings Bank hired an Enterprise Risk Officer to monitor and enhance the quality of the risk
management process throughout Clifton Savings Bank.
Credit Risk Management . Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and
providing prompt attention to potential problem loans. Our strategy also emphasizes the origination of one- to four-family mortgage loans, which typically have lower
default rates than most other types of loans and are secured by collateral that generally tends to appreciate in value.
When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current
status. The following describes our general collection procedures. We mail a late charge notice when the loan becomes 15 days past due. We make initial contact with
the borrower when the loan becomes 30 days past due. If payment is not received by the 45th day of delinquency, additional letters and phone calls generally are made.
If we are not engaged in collection efforts after the 90th day of delinquency, we will send the borrower a final demand for payment and refer the loan to legal counsel to
commence foreclosure proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real
property securing the loan generally is sold at foreclosure. We may consider loan workout arrangements with certain borrowers under certain circumstances.

62

Six Months Ended
September 30, 2013
Compared to 2012
Year Ended March 31,
2013 Compared to 2012
Year Ended March 31,
2012 Compared to 2011
Increase (Decrease) Due to Increase (Decrease) Due to Increase (Decrease) Due to
(In thousands) Volume Rate Net Volume Rate Net Volume Rate Net
Interest income:
Loans receivable $ 2,127 $ (2,043 ) $ 84 $ 463 $ (1,834 ) $ (1,371 ) $ (900 ) $ (1,013 ) $ (1,913 )
Mortgage-backed securities (496 ) (836 ) (1,332 ) 811 (2,242 ) (1,431 ) (164 ) (1,568 ) (1,732 )
Investment securities (371 ) (371 ) (742 ) (2,011 ) (809 ) (2,820 ) 597 (705 ) (108 )
Other interest-earning assets (125 ) 82 (43 ) (37 ) (22 ) (59 ) 109 (222 ) (113 )

Total interest income 1,135 (3,168 ) (2,033 ) (774 ) (4,907 ) (5,681 ) (358 ) (3,508 ) (3,866 )

Interest expense:
Demand deposits 3 (25 ) (22 ) 7 (91 ) (84 ) 7 (187 ) (180 )
Savings and club accounts 50 (32 ) 18 12 (206 ) (194 ) 76 (432 ) (356 )
Certificates of deposit (345 ) (779 ) (1,124 ) (977 ) (1,913 ) (2,890 ) 259 (1,943 ) (1,684 )

Total deposit expense (292 ) (836 ) (1,128 ) (958 ) (2,210 ) (3,168 ) 342 (2,562 ) (2,220 )

FHLB advances (45 ) (299 ) (344 ) (1,117 ) (27 ) (1,144 ) (899 ) 23 (876 )

Total interest expense (337 ) (1,135 ) (1,472 ) (2,075 ) (2,237 ) (4,312 ) (557 ) (2,539 ) (3,096 )

Net interest income $ 1,472 $ (2,033 ) $ (561 ) $ 1,301 $ (2,670 ) $ (1,369 ) $ 199 $ (969 ) $ (770 )

Table of Contents
Analysis of Nonperforming and Classified Assets . When a loan becomes 90 days delinquent, or when other factors indicate that the collection of such amounts
is doubtful, the loan is placed on nonaccrual status, at which time an allowance for uncollected interest is recorded in the current period for previously accrued and
uncollected interest. Interest on such loans, if appropriate, is recognized as income when payments are received. A loan is returned to accrual status when there is a
sustained period of repayment performance (generally six months) by the borrower in accordance with the contractual terms of the loan, or in some circumstances, when
factors indicating doubtful collectability no longer exist and Clifton Savings Bank expects repayment of the remaining contractual amounts due.
Although we underwrite each purchased loan using the same conservative underwriting procedures we use when originating loans, our loss experience is higher
on our purchased loans than on loans we have originated for our portfolio. At September 30, 2013, nonperforming loans included twenty-one loans we originated
totaling $2.6 million and ten loans we purchased totaling $2.1 million.
We consider repossessed assets and loans that are 90 days or more past due or on a nonaccrual status to be nonperforming assets. Real estate that we acquire as a
result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When a property is acquired, it is recorded at its fair market value
less costs to sell at the date of foreclosure establishing a new cost basis. Holding costs and declines in fair value after acquisition of the property result in charges against
income. At September 30, 2013, March 31, 2013 and 2012, we had $405,000, $215,000 and $139,000, respectively, in real estate owned.
Under current accounting guidelines, a loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to
collect all amounts due under the contractual terms of the loan agreement. We consider one- to four-family mortgage loans and consumer installment loans to be
homogeneous and, therefore, do not individually evaluate them for impairment unless they are considered troubled debt restructurings, as discussed below. All other
loans are evaluated for impairment on an individual basis. At September 30, 2013, March 31, 2013, 2012 and 2011, we had $566,000, $779,000, $1.2 million and $1.4
million, respectively, in loans that were considered impaired.
For economic reasons and to maximize the potential for recovery of a loan, we work with borrowers experiencing financial difficulties. We consider modifying
the borrowers existing loan terms and conditions that we would not otherwise consider, commonly referred to as troubled debt restructurings. We record an impairment
loss, if any, based on the present value of expected future cash flows discounted at the original loans effective interest rate. Subsequently these loans are individually
evaluated for impairment. To be in compliance with its modified terms, a loan that is a troubled debt restructuring must be current or less than 30 days past due on its
contractual principal and interest payments under the modified terms. After six months of satisfactory payment history, if Clifton Savings Bank expects to receive all
remaining payments in accordance with the terms of the restructuring, the loan can be placed in an accrual status, and after one year it may be returned to a non-adverse
classification while retaining its impaired status.

63
Table of Contents
The following table provides information with respect to our nonperforming assets at the dates indicated. At September 30, 2013, March 31, 2013, 2012 and 2011
we had impaired loans of $566,000, $779,000, $1.2 million and $1.4 million, respectively. There were no troubled debt restructurings that were past due 90 days or more
and in nonaccrual status at September 30, 2013. There were two troubled debt restructured loans with aggregate balances of approximately $217,000 which were past
due 90 days or more and in a nonaccrual status at March 31, 2013. Interest income recognized on impaired loans during the period of impairment totaled approximately
$15,000, $31,000, $78,000 and $61,000, respectively, for the six months ended September 30, 2013 and the years ended March 31, 2013, 2012 and 2011.

Nonperforming loans decreased from $5.9 million at March 31, 2013 to $4.7 million at September 30, 2013. At September 30, 2013, nonperforming loans
consisted of twenty-six loans secured by one- to four-family residential real estate, one commercial real estate loan, and four second mortgage loans secured by one- to
four-family real estate, while at March 31, 2013, nonperforming loans consisted of thirty loans secured by one- to four-family residential real estate, one loan secured by
commercial real estate, four second mortgage loans secured by one- to four-family real estate, and one second mortgage loan secured by commercial real estate. The
percentage of nonperforming loans to total gross loans totaled 0.85% at September 30, 2013 as compared to 1.29% at March 31, 2013. The gross loan portfolio increased
$97.1 million, or 21.2%, to $555.7 million at September 30, 2013, from $458.6 million at March 31, 2013. Nonaccrual loans are in various stages of collection, workout
or foreclosure and are secured by New Jersey properties whose values in most instances, at September 30, 2013 are estimated to equal or exceed outstanding balances
due on these loans at that date. During the six months ended September 30, 2013, three new loans were included as nonaccrual loans, twenty-eight loans reported as
nonaccrual at March 31, 2013 were still reported as nonaccrual at September 30, 2013, four loans were no longer classified as they were returned to an accrual status and
two loans were no longer classified as they had been paid off. One loan previously included in nonaccrual was classified as real estate owned as of September 30, 2013.
Three loans were classified as troubled debt restructurings at September 30, 2013, however one was no longer in a nonaccrual status. No new loans were restructured
during the six months ended September 30, 2013, and one loan reported at March 31, 2013 was no longer considered a troubled debt restructuring as it was sold during
the period.

64

At
September 30, At March 31,
(Dollars in thousands) 2013 2013 2012 2011 2010 2009
Nonaccrual loans:
Real estate loans:
One- to four-family $ 4,400 $ 5,496 $ 3,671 $ 2,802 $ 1,890 $ 858
Multi-family 331
Commercial 249 251 385 206
Consumer loans 95 148 102 24 35 12

Total nonaccrual loans 4,744 5,895 3,773 3,211 2,462 870
Accruing loans past due 90 days or more:

Total of nonaccrual and 90 days or more past due loans 4,744 5,895 3,773 3,211 2,462 870

Real estate owned 405 215 139 136

Total nonperforming assets 5,149 6,110 3,912 3,347 2,462 870

Accruing troubled debt restructurings 281 657 1,138 1,676 432
Nonaccrual troubled debt restructurings 36 528 252 37 11

Total troubled debt restructurings 317 528 909 1,175 1,687 432

Less nonaccrual troubled debt restructurings included in total nonaccrual loans (36 ) (528 ) (252 ) (37 ) (11 )

Total nonperforming assets and troubled debt restructurings $ 5,430 $ 6,110 $ 4,569 $ 4,485 $ 4,138 $ 1,302

Total nonperforming loans to total gross loans 0.85 % 1.29 % 0.86 % 0.72 % 0.51 % 0.19 %
Total nonperforming loans to total assets 0.44 % 0.58 % 0.34 % 0.29 % 0.23 % 0.09 %
Total nonperforming assets and troubled debt restructurings to total assets 0.50 % 0.60 % 0.41 % 0.40 % 0.39 % 0.14 %
Table of Contents
Nonperforming loans increased from $3.8 million at March 31, 2012 to $5.9 million at March 31, 2013. At March 31, 2013, nonperforming loans consisted of
thirty loans secured by one- to four-family residential real estate, one loan secured by commercial real estate, four second mortgage loans secured by one- to four-family
real estate, and one second mortgage loan secured by commercial real estate, while at March 31, 2012, nonperforming loans consisted of twenty loans secured by one- to
four-family residential real estate, two second mortgage loans secured by one- to four-family real estate, and one second mortgage loan secured by commercial real
estate. The percentage of nonperforming loans to total gross loans totaled 1.29% at March 31, 2013 as compared to 0.86% at March 31, 2012. The gross loan portfolio
increased $18.8 million, or 4.3%, to $458.6 million at March 31, 2013, from $439.8 million at March 31, 2012. Nonaccrual loans are in various stages of collection,
workout or foreclosure and are secured by New Jersey properties whose values in most instances, at March 31, 2013 are estimated to equal or exceed outstanding
balances due on these loans at that date. Of the increase in nonaccrual loans, sixteen new loans were included, twenty loans reported as nonaccrual at March 31, 2012
were still reported as nonaccrual at March 31, 2013, four loans were still classified as troubled debt restructurings at March 31, 2013 and two loans were no longer
classified as they had been paid off. One previous loan was classified as real estate owned as of March 31, 2013. No new loans were restructured during the year ended
March 31, 2013, and two loans reported at March 31, 2012 were no longer considered troubled debt restructurings as the loans performed for twelve consecutive
months, in accordance with the terms of the restructuring.
Interest income that would have been recorded for the six months ended September 30, 2013 and the years ended March 31, 2013, 2012 and 2011, had non-
accruing loans been current and accruing interest according to their original terms, amounted to $114,000, $296,000, $206,000, and $167,000, respectively. The amount
of interest related to these loans included in interest income was $113,000, $201,000, $119,000 and $71,000, respectively, for the six months ended September 30, 2013
and the years ended March 31, 2013, 2012 and 2011.
Pursuant to federal regulations, we review and classify our assets on a regular basis. In addition, the Office of the Comptroller of the Currency has the authority to
identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. Substandard
assets must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.
Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of
currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified loss is considered uncollectible and of such little
value that continuance as an asset of the institution is not warranted. The regulations also provide for a special mention category, described as assets which do not
currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When
we classify an asset as substandard, doubtful, or as a loss, we charge-off the portion of the asset classified loss.
The following table shows the aggregate amounts of our classified assets at the dates indicated.

At each of the dates in the above table, substandard and doubtful assets consisted of all nonperforming assets and included negative escrow amounts. At
September 30, 2013, we had three current loans totaling $1.0 million which were in special mention assets and at March 31, 2013, we had two current loans totaling
$347,000 which were in special mention assets. Total classified assets decreased approximately $881,000, or 11.6%, from March 31, 2013 to September and increased
approximately $966,000, or 14.5%, from March 31, 2012 to March 31, 2013.

65

At
September 30, At March 31,
(In thousands) 2013 2013 2012 2011
Special mention assets $ 1,811 $ 1,264 $ 2,358 $ 1,257
Substandard assets 4,923 6,351 4,291 3,450
Doubtful assets
Loss assets

Total classified assets $ 6,734 $ 7,615 $ 6,649 $ 4,707

Table of Contents
Delinquencies. The following table provides information about delinquencies in our loan portfolio at the dates indicated.

There were six loans delinquent 60 to 89 days at September 30, 2013 as compared to five loans at March 31, 2013, two loans at March 31, 2012 and three loans at
March 31, 2011. There were seventeen loans delinquent 90 days or greater at September 30, 2013, as compared to twenty-three loans at March 31, 2013, eighteen loans
at March 31, 2012 and sixteen loans at March 31, 2011. There were eight loans in the process of foreclosure with a total balance of $1.6 million at September 30, 2013
as compared to ten loans with a total balance of $2.2 million at March 31, 2013, eight loans with a total balance of $1.7 million at March 31, 2012 and eleven loans with
a total balance of $2.3 million at March 31, 2011.
Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to
establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. The
allowance for loan losses consists of general and unallocated components. For loans that are classified as impaired, an allowance is established when the discounted cash
flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component of the allowance covers
pools of loans by loan class not considered impaired, as well as smaller balance homogeneous loans, such as one- to four-family real estate, construction real estate,
second mortgage loans, home equity lines of credit and passbook loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of
these categories of loans, adjusted for qualitative factors. The historical loss factor is adjusted by qualitative risk factors which include: (1) lending policies and
procedures, including underwriting standards and collection, charge-off and recovery practices; (2) national, regional and local economic and business conditions,
including the value of underlying collateral for collateral dependent loans; (3) nature and volume of the portfolio and terms of loans; (4) experience, ability and depth of
lending management and staff; (5) the quality of Clifton Savings Banks loan review system; (6) volume and severity of past due, classified and nonaccrual loans;
(7) existence and effect of any concentrations of credit and changes in the level of such concentrations; and (8) effect of external factors, such as competition and legal
and regulatory requirements.
Each factor is assigned a value to reflect improving, stable or declining conditions based on managements best judgment using relevant information available at
the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan
loss calculation.
An unallocated component is maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the
allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating losses in the portfolio.
The evaluation of the adequacy of the allowance is based on an analysis which categorizes the entire loan portfolio by certain risk characteristics. The loan
portfolio segments are further disaggregated into the following loan classes, where the risk level for each type is analyzed when determining the allowance for loan
losses.
The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrowers overall financial condition,
repayment sources, guarantors and value of collateral, if appropriate, are evaluated

66
At September 30, At March 31,
2013 2013 2012 2011
(In thousands)
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
30-59 Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
30-59 Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
30-59 Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
Real estate loans
One- to four-family $ 2,963 $ 681 $ 2,598 $ 2,076 $ 300 $ 3,693 $ 3,982 $ 191 $ 3,124 $ 2,250 $ 74 $ 2,802
Commercial 249 251 261 63 385
Consumer and other loans:
Second mortgage and equity line
of credit 19 20 74 9 4 39 102 52 103 24
Passbook or certificate and other
loans 96 6 36

Total $ 2,982 $ 701 $ 2,921 $ 2,085 $ 651 $ 3,732 $ 4,090 $ 191 $ 3,176 $ 2,650 $ 137 $ 3,211

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when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful
and loss. Loans classified as special mention have potential weaknesses that deserve managements close attention. If uncorrected, the potential weaknesses may result
in deterioration of the repayment prospects. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the
debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans
classified as doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of
current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Non-classified
assets are rated as pass or pass-watch. Pass-watch loans require current oversight or tracking by management generally due to incomplete documentation or monitoring
due to previous delinquent status.
The Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews Clifton Savings Banks loan portfolio and the
related allowance for loan losses. The Office of the Comptroller of the Currency may require the allowance for loan losses to be increased based on its review of
information available at the time of the examination.
Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may
be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations.
Furthermore, while we believe we have established our allowance for loan losses in conformity with accounting principles generally accepted in the United States of
America, there can be no assurance that regulators, in reviewing our loan portfolio, will not request us to increase our allowance for loan losses. In addition, because
future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or
that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan
losses may adversely affect our financial condition and results of operations.
Summary of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated. Where specific loan loss
allowances have been established, any difference between the loss allowance and the amount of loss realized has been charged or credited to current income.


67

At or For the Six
Months Ended
September 30, At or For the Year Ended March 31,
(Dollars in thousands) 2013 2012 2013 2012 2011 2010 2009
Allowance at beginning of period $ 2,500 $ 2,090 $ 2,090 $ 1,880 $ 2,050 $ 1,700 $ 1,440

Provision for loan losses 536 292 762 247 102 433 260
Recoveries on one- to four-family real estate 5 50
Charge-offs:
One- to four-family real estate (91 ) (82 ) (402 ) (31 ) (112 ) (83 )
Multi-family real estate (160 )
Commercial real estate (6 )

Net charge-offs (86 ) (82 ) (352 ) (37 ) (272 ) (83 )

Allowance at end of period $ 2,950 $ 2,300 $ 2,500 $ 2,090 $ 1,880 $ 2,050 $ 1,700

Allowance to nonperforming loans 62.18 % 54.98 % 42.41 % 55.38 % 58.55 % 83.27 % 195.40 %
Allowance to total gross loans outstanding at the end of the period 0.53 % 0.50 % 0.55 % 0.48 % 0.42 % 0.43 % 0.36 %
Net charge-offs to average outstanding loans during the period 0.02 % 0.02 % 0.08 % 0.01 % 0.06 % 0.02 % 0.00 %
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The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.


Management of Market Risk.
Qualitative Analysis . The majority of Clifton Savings Banks assets and liabilities are monetary in nature. Consequently, one of our most significant forms of
market risk is interest rate risk. Clifton Savings Banks assets consist primarily of mortgage loans, and investment and mortgage-backed securities, which have longer
maturities than Clifton Savings Banks liabilities, which consists primarily of deposits. As a result, a principal part of Clifton Savings Banks business strategy is to
manage interest rate risk and reduce the exposure of net interest income to changes in market interest rates. Accordingly, our board of directors, through its Enterprise
Risk Management Committee, has established an Asset/Liability Management Committee which is responsible for evaluating the interest rate risk inherent in assets and
liabilities, for determining the level of risk that is appropriate given Clifton Savings Banks business strategy, operating environment, capital, liquidity and performance
objectives, and for managing this risk consistent with the guidelines approved by the board of directors. Senior management monitors the level of interest rate risk on a
regular basis and the Asset/Liability Management Committee, which consists of senior management and outside directors, operates under a policy adopted by the board
of directors, and meets as needed to review Clifton Savings Banks asset/liability policies and interest rate risk position.
In order to decrease interest rate risk, we utilize a variety of asset and liability management strategies such as increasing the amount of adjustable rate loans and
short term investments, as well as using longer term Federal Home Loan Bank advances. In addition, we price longer term certificates of deposit at an attractive rate to
extend the average term of our deposits. Due to market conditions and customer demand, these strategies may not be effective in decreasing our interest rate risk. In
addition, our interest rate risk mitigation strategies may be influenced by regulatory guidance and directives. As a result, we may be required to take actions that, while
mitigating our interest rate risk, may negatively impact our earnings.

68
At September 30, At March 31,
2013 2013 2012 2011
(Dollars in thousands) Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans
One- to four-family $ 2,440 82.71 % 90.20 % $ 2,127 85.08 % 91.41 % $ 1,733 82.92 % 90.53 % $ 1,601 85.16 % 91.15 %
Multi-family real estate 236 8.00 4.00 187 7.48 3.27 193 9.23 3.20 103 5.48 2.86
Commercial real estate 165 5.59 3.57 99 3.96 2.98 105 5.02 3.37 93 4.94 2.73
Construction 3 0.10 0.09 5 0.20 0.20 4 0.19 0.32 11 0.59 0.55
Consumer and other 49 1.66 2.14 39 1.56 2.14 43 2.06 2.58 49 2.61 2.71
Unallocated 57 1.94 43 1.72 12 0.58 23 1.22

Total allowance for loan losses $ 2,950 100.00 % 100.00 % $ 2,500 100.00 % 100.00 % $ 2,090 100.00 % 100.00 % $ 1,880 100.00 % 100.00 %

At March 31,
2010 2009
(Dollars in thousands) Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans Amount
% of
Allowance
to Total
Allowance
% of
Loans in
Category
to Total
Loans
One- to four-family $ 1,746 85.17 % 91.90 % $ 1,525 89.71 % 91.82 %
Multi-family real estate 125 6.10 2.58 36 2.12 2.24
Commercial real estate 111 5.41 2.54 74 4.35 2.42
Construction 1 0.05 0.18 1 0.06 0.16
Consumer and other 67 3.27 2.80 64 3.76 3.36
Unallocated

Total allowance for loan losses $ 2,050 100.00 % 100.00 % $ 1,700 100.00 % 100.00 %

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We currently intend to initially use a portion of the proceeds raised in the offering to purchase short-term investments, such as U.S. treasury and government agency
securities, which we believe will assist in our ability to effectively manage interest rate risk following the completion of the conversion and offering.
Clifton Savings Bank retains an independent, nationally recognized consulting firm that specializes in asset and liability management to complete the quarterly
interest rate risk reports. This firm uses a combination of analyses to monitor Clifton Savings Banks exposure to changes in interest rates. The economic value of equity
analysis is a model that estimates the change in net portfolio value (NPV) over a range of instantaneously shocked interest rate scenarios. NPV is the discounted
present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. In calculating changes in NPV, assumptions estimating loan prepayment
rates, reinvestment rates and deposit decay rates that seem most likely based on historical experience during prior interest rate changes are used.
The net interest income analysis uses data derived from an asset and liability analysis and applies several additional elements, including actual interest rate indices
and margins, contractual limitations and the U.S. Treasury yield curve as of the balance sheet date. In addition the model uses consistent parallel yield curve ramps (in
both directions) to determine possible changes in net interest income if the theoretical yield curve ramps occurred gradually. Net interest income analysis also adjusts the
asset and liability repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts.
The asset and liability analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from overnight
to five years). This asset and liability analysis includes expected cash flows from loans and mortgage-backed securities, applying prepayment rates based on the
differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the timing of asset and
liability but does not necessarily provide an accurate indicator of interest rate risk because the assumptions used in the analysis may not reflect the actual response to
market changes.
Quantitative Analysis . The table below sets forth, as of September 30, 2013, the estimated changes in Clifton Savings Banks NPV and net interest income that
would result from the designated changes in interest rates. This data is for Clifton Savings Bank and its subsidiary only and does not include any assets of old Clifton.
Such changes to interest rates are calculated as an immediate and permanent change for the purposes of computing NPV and a gradual change over a one- year period
for the purposes of computing net interest income. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions
including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results. We did not estimate
changes in NPV or net interest income for an interest rate decrease of greater than 100 basis points or increase of greater than 200 basis points.

The table set forth above indicates at September 30, 2013, in the event of a 200 basis point increase in interest rates, we would be expected to experience a
31.74% decrease in NPV and a $1.5 million, or 6.01%, decrease in net interest income. In the event of a 100 basis point decrease in interest rates, we would be expected
to experience a 12.07% increase in NPV and a $133,000, or 0.52%, decrease in net interest income. Please note that the NPV is a theoretical liquidation calculation
which assumes Clifton Savings Bank is no longer a going concern and that the net interest income simulation is built upon a static (no growth or attrition) balance sheet.
Accordingly, this data does not reflect any future actions management may take in response to changes in interest rates, such as changing the mix of assets and liabilities,
which could change the results of the NPV and net interest income calculations.

69
Net Interest Income
Net Portfolio Value (2)
Estimated
Net Interest
Income (3)
(Decrease) in
Estimated Net
Interest Income Change in Interest Rates
Basis Point (bp) (1)
Estimated
NPV

Estimated Increase
(Decrease)
Amount Percent Amount Percent
(Dollars in Thousands)
+200 bp $ 115,203 $ (53,563 ) (31.74 )% $ 23,994 $ (1,535 ) (6.01 )%
0 168,766 25,529
(100) 189,132 20,366 12.07 25,396 (133 ) (0.52 )

(1) Assumes an instantaneous and parallel shift in interest rates at all maturities.
(2) NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
(3) Assumes a gradual change in interest rates over a one year period at all maturities.
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Certain shortcomings are inherent in any methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income
require certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV
and net interest income table presented above assumes the composition of Clifton Savings Banks interest-rate sensitive assets and liabilities existing at the beginning of
a period remains constant over the period being measured and, accordingly, the data do not reflect any actions we may take in response to changes in interest rates. The
table also assumes a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics
of specific assets and liabilities. Accordingly, although the NPV and net interest income table provide an indication of Clifton Savings Banks sensitivity to interest rate
changes at a particular point in time, such measurement is not intended to and does not provide a precise forecast of the effects of changes in market interest rates on
Clifton Savings Banks NPV and net interest income and will differ from actual results.
Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of
deposit inflows, loan and mortgage-backed securities amortization and repayments and maturities and calls of investment securities. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit flows, mortgage and mortgage-backed securities prepayments and investment securities
calls are greatly influenced by general interest rates, economic conditions and competition.
We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on
interest-earning deposits and securities, (4) repayment of borrowings and (5) the objectives of our asset/liability management program. Excess liquid assets are invested
generally in short to intermediate-term U.S. Government agency obligations.
Our most liquid assets are cash and cash equivalents and interest-bearing deposits in other banks. The levels of these assets are dependent on our operating,
financing, lending and investing activities during any given period. At September 30, 2013, cash and cash equivalents totaled $14.8 million, including interest-bearing
deposits of $7.0 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $4.2 million at September 30, 2013. On
September 30, 2013, we had $92.5 million in Federal Home Loan Bank advances outstanding. In addition, if Clifton Savings Bank requires funds beyond its ability to
generate them internally, it can borrow funds under an overnight advance program up to Clifton Savings Banks maximum borrowing capacity based on its ability to
collateralize such borrowings. Additionally, at September 30, 2013, Clifton Savings Bank has the ability to borrow funds of up to an aggregate of $88.0 million at two
large financial institutions under unsecured overnight lines of credit at a daily adjustable rate.
At September 30, 2013, we had $15.9 million in loan origination commitments outstanding and $15.6 commitments to purchase loans. In addition to
commitments to originate and purchase loans, at September 30, 2013, we had $5.0 million in customer approved unused equity lines of credit. Certificates of deposit due
within one year of September 30, 2013 totaled $318.7 million, or 40.3% of total deposits. If these deposits do not remain with us, we will be required to seek other
sources of funds, including other certificates of deposit and lines of credit. Depending on market conditions, we may be required to pay higher rates on such deposits or
other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2014. We believe, however, based on past experience, that a
significant portion of our certificates of deposit will remain with us and that we have the ability to attract and retain deposits by adjusting the interest rates offered.
We have historically remained highly liquid and our liquidity position has remained stable over the past two fiscal years. We have no material commitments or
demands that are likely to affect our liquidity other than as set forth in this prospectus. Consequently, the board of directors intends to make additional investments in
long-term loans and mortgage-backed securities which will decrease liquidity and increase interest income. In the event loan demand were to increase at a pace greater
than expected, or any unforeseen demands or commitments were to occur, we could access our lines of credit with the Federal Home Loan Bank of New York or our
unsecured overnight lines of credit with two large financial institutions.
Old Clifton is a separate legal entity from Clifton Savings Bank and must provide for its own liquidity. In addition to its operating expenses, old Clifton alone is
responsible for paying any dividends declared to its shareholders. Old Clifton also has repurchased shares of its common stock. Its primary source of income is
dividends received from Clifton Savings Bank. The amount of dividends that Clifton Savings Bank may declare and pay to old Clifton in any calendar year, without the
receipt of prior approval from the Office of the Comptroller of the Currency but with prior notice to the Office of the Comptroller of the Currency, cannot exceed net
income for that year to date plus retained net income (as defined) for the preceding two calendar years. On a stand-alone basis, old Clifton had liquid assets of $17.0
million at September 30, 2013.

70
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The following table presents certain of our contractual obligations as of September 30, 2013.

Our primary investing activities are the origination and purchase of loans and the purchase of securities. During the six months ended September 30, 2013, we
originated $83.9 million of loans, purchased $ 50.2 million of loans, and purchased $54.3 million of securities, as compared to loan originations totaling $34.5 million,
purchases of $26.7 million of loans, and purchases of securities totaling $111.7 million for the six months ended September 30, 2012. In fiscal 2013, we originated $60.0
million of loans, purchased $48.6 million of loans, and purchased $199.8 million of securities. In fiscal 2012, we originated $64.1 million of loans, purchased $20.8
million of loans, and purchased $289.8 million of securities. In fiscal 2011, we originated $60.7 million of loans, purchased $1.8 million of loans, and purchased $305.6
million of securities.
Financing activities consist primarily of activity in deposit accounts and in Federal Home Loan Bank advances. We experienced a net increase in total deposits of
$27.7 million for the six months ended September 30, 2013, a net decrease in total deposits of $62.6 million for the year ended March 31, 2013, a net decrease in total
deposits of $11.1 million for the year ended March 31, 2012 and a net increase in total deposits of $79.2 million for the year ended March 31, 2011. Deposit flows are
affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. During the year ended March 31,
2013, we implemented a strategy of pricing which allowed for a controlled outflow of non-core deposits in order to maintain the net interest margin and spread in that
current economic environment. We normally price our deposits to be competitive and to increase core deposit relationships. Occasionally, we introduce new products or
offer promotional deposit rates on certain deposit products in order to attract deposits. During the six months ended September 30, 2013, the increase in deposits was the
result of promotional rates offered on a bonus passbook account at Clifton Savings Banks two newest branches. Federal Home Loan Bank advances increased $40.0
million for the six months ended September 30, 2013 as two borrowings totaling $40.0 million were originated during the period to fund loan production. Federal Home
Loan Bank advances decreased $26.2 million for the year ended March 31, 2013 as a result of $15.0 million of long-term borrowings which were repaid in accordance
with their original terms, and $16.2 million of long-term borrowings which were paid off in advance, resulting in a prepayment penalty of $527,000 which was recorded
in July 2012. We incurred one $25.0 million long-term borrowing and one $15.0 million short-term borrowing during the six months ended September 30, 2013, and one
$5.0 million long-term borrowing during the year ended March 31, 2013. We had $92.5 million, $52.5 million, $78.7 million and $95.7 million in advances outstanding
at September 30, 2013, March 31, 2013, 2012 and 2011, respectively.
Capital Management
We are subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency, including a risk-based capital measure.
The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-
balance sheet items to broad risk categories. Under these requirements the federal bank regulatory agencies have established quantitative measures to ensure that
minimum thresholds for Tier 1 Capital, Total Capital and Leverage (Tier 1 Capital divided by average assets) ratios are maintained. Failure to meet minimum capital
requirements can trigger certain mandatory and possibly additional, discretionary actions by regulators that could have a direct material effect on our operations and
financial position. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, Clifton Savings Bank must meet

71
Payments Due by Period at September 30, 2013
Contractual Obligations
Total
at
September 30, 2013
1 year or
Less
Over 1 year
to 3 years
Over 3
years to 5
years
More
Than 5
years
(In thousands)
Operating lease obligations (1) $ 2,050 $ 460 $ 770 $ 571 $ 249
Certificates of deposit 556,897 318,673 192,396 37,408 8,420
FHLB advances 92,500 15,000 35,000 42,500
Benefit plan obligations (2) 3,376 124 297 307 2,648
Undisbursed funds from approved lines of credit 4,985 29 120 336 4,500
Other commitments to extend credit 31,524 31,524

$ 691,332 $ 365,810 $ 228,583 $ 81,112 $ 15,817


(1) Payments are for lease of real property.
(2) Benefit plan obligations reflected March 31, 2013 amounts due to no updated benefit plans available as of September 30, 2013. We believe the changes between
September 30, 2013 and March 31, 2013 will not be material.
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specific capital guidelines that involve quantitative measures of assets and certain off-balance sheet items as calculated under regulatory accounting practices. It is our
intention to maintain well-capitalized risk-based capital levels. Clifton Savings Banks capital amounts and classifications are also subject to qualitative judgments by
the federal bank regulators about components, risk weightings and other factors. At September 30, 2013, we exceeded all of our regulatory capital requirements. In
January 2013, the most recent notification from the Office of the Comptroller of the Currency, we were considered well capitalized under regulatory guidelines. See
Regulation and SupervisionFederal RegulationsCapital Requirements, Regulatory Capital Compliance and note 10 of the notes to consolidated financial
statements.
This offering, and the consolidation of the assets of Clifton MHC concurrent with the completion of the conversion, is expected to increase our consolidated
equity by $143.9 million at the minimum of the offering range and by $193.4 million at the maximum of the offering range. See Capitalization. Following completion
of this offering, we also will manage our capital for maximum stockholder benefit. The capital from the offering will significantly increase our liquidity and capital
resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding
of lending activities. Our financial condition and results of operations will be enhanced by the capital from the offering, resulting in increased interest-earning assets and
net income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. We
expect to continue stock repurchases after completion of the conversion subject to market conditions and regulatory restrictions. Under current federal regulations,
subject to certain exceptions, we may not repurchase shares of our common stock during the first year following the completion of the conversion. See Use of
Proceeds. In addition, following the completion of the conversion, we intend to continue the payment of regular quarterly dividends. Initially, we expect the quarterly
dividends to be $0.05 per share, which equals $0.20 per share on an annualized basis and an annual yield of 2.0% based on a price of $10.00 per share. See Our
Dividend Policy.
Off-Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with accounting principles generally accepted in the United
States of America, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and
liquidity risk. Such transactions are used primarily to manage customers requests for funding and take the form of loan commitments and lines of credit. For additional
information see note 16 of the notes to the consolidated financial statements included in this prospectus.
For the six months ended September 30, 2013 and the years ended March 31, 2013 and 2012, we engaged in no off-balance sheet transactions reasonably likely to
have a material effect on our consolidated financial position, results of operations, or cash flows.
Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see note 1 in the notes to the consolidated financial statements included in this prospectus.
Effect of Inflation and Changing Prices
The consolidated financial statements and related consolidated financial data presented in this report have been prepared in accordance with accounting principles
generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without
considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased
operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates
generally have a more significant impact on a financial institutions performance than do general levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services because such prices are affected by inflation to a larger extent than interest rates.

72
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Our Management
Change in Management
On September 4, 2013, John A. Celentano, Jr., Chairman and Chief Executive Officer of old Clifton and Chairman of Clifton Savings Bank, and Walter Celuch,
President of old Clifton and President and Chief Executive Officer of Clifton Savings Bank, announced their retirement, effective December 31, 2013. On September 4,
2013, the boards of directors of old Clifton and Clifton Savings Bank appointed Paul M. Aguggia to serve as Chairman, Chief Executive Officer and President of old
Clifton and Clifton Savings Bank, effective January 1, 2014.
Mr. Aguggia, age 50, is the former Chairman and leader of the financial institutions practice group of the global law firm Kilpatrick Townsend & Stockton LLP,
which has over 600 attorneys and 17 offices worldwide. Mr. Aguggia began his career at Willkie Farr & Gallagher LLP in New York City, and was associated with
Muldoon Murphy & Aguggia LLP, a boutique banking law firm, for ten years, serving as Chairman of the firm from 2004 until its merger with Kilpatrick Townsend &
Stockton LLP in 2008.
Board of Directors
The board of directors of new Clifton is comprised of seven persons who are elected for terms of three years, approximately one-third of whom will be elected
annually. The directors of new Clifton are the same individuals that comprise the boards of directors of old Clifton and Clifton Savings Bank. All of our directors are
independent under the current listing standards of the Nasdaq Stock Market, except for John A. Celentano, Jr., who serves as Chairman of the Board and Chief
Executive Officer of old Clifton and Chairman of the Board of Clifton Savings Bank. Unless otherwise stated, each person has held his or her current occupation for the
last five years. Ages presented are as of September 30, 2013.
The following directors have terms ending in 2014:
John A. Celentano, Jr. has served as the Chairman of the Board and Chief Executive Officer of old Clifton since March 2004 and as Chairman of the Board of
Clifton Savings Bank, as an employee, since 2003. On September 4, 2013, Mr. Celentano announced that he will retire as Chairman and Chief Executive Officer of old
Clifton and as Chairman of Clifton Savings Bank effective as of December 31, 2013. Prior to April 2003, Mr. Celentano practiced law in Clifton, New Jersey,
specializing in real estate matters. Age 79. Director since 1962.
Mr. Celentanos extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which Clifton
Savings Bank serves affords the board of directors valuable insight regarding the business and operations of old Clifton and Clifton Savings Bank. Mr. Celentanos
knowledge of all aspects of old Cliftons and Clifton Savings Banks business and history, combined with his success and strategic vision, position him well to continue
to serve as our Chairman and Chief Executive Officer.
Thomas A. Miller is the retired owner of The T.A. Miller & Co., Inc., a full service marketing research organization servicing the pharmaceutical industry located
in Spring Lake Heights, New Jersey. Age 75. Director since 1990.
Mr. Millers background offers the board of directors substantial small company management experience, specifically within the region in which Clifton Savings
Bank conducts its business, and provides the board of directors with valuable insight regarding the local business and consumer environment. In addition, Mr. Miller
offers the board of directors significant business experience from a setting outside of the financial services industry.
The following directors have terms ending in 2015:
John H. Peto is a real estate investor and previously was the owner of The Peto Agency, a real estate and insurance broker located in Clifton, New Jersey. Age 67.
Director since 1995.
Mr. Petos background provides the board of directors with critical experience in real estate matters, which are essential to the business of Clifton Savings Bank.
In addition, Mr. Petos insurance background provides the board of directors with experience with respect to an industry that complements the financial services
provided by Clifton Savings Bank.
Joseph C. Smith is the President of Smith-Sondy Asphalt Construction Co., a paving construction company located in Wallington, New Jersey. Age 60. Director
since 1994.

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Mr. Smiths background offers the board of directors substantial small company management experience, specifically within the region in which Clifton Savings
Bank conducts its business, and provides the board of directors with valuable insight regarding the local business and consumer environment. In addition, Mr. Smith
offers the board of directors significant business experience from a setting outside of the financial services industry.
The following directors have terms ending in 2016:
Cynthia Sisco owns and manages an apartment complex and also manages several other residential complexes. Age 56. Director since 2007.
Ms. Siscos background provides the board of directors with critical experience in real estate matters, which are essential to the business of Clifton and Clifton
Savings Bank.
Charles J. Pivirotto, a certified public accountant, has been the President of Pivirotto & Foster, CPAs PA, a certified public accounting firm, since 1997. Age 59.
Director since 2007.
As a certified public accountant, Mr. Pivirotto provides the board of directors with valuable experience regarding accounting and financial matters.
Stephen Adzima has been the president of Universal Electric Motor Service Inc., a company that specializes in the sales and service of electric motors, pumps,
controls and generators, since 1978. Age 61. Director since 2012.
Mr. Adzimas background offers the board of directors substantial small company management experience, specifically within the region in which Clifton
Savings Bank conducts its business, and provides the board of directors with valuable insight regarding the local business and consumer environment.
Executive Officers
Our executive officers are elected by the board of directors and serve at the boards discretion. The following individuals currently serve as executive officers of
old Clifton, Clifton MHC, Clifton Savings Bank and Botany Inc. Effective December 31, 2013, Messrs. Celentano and Celuch will retire and effective January 1, 2014,
Mr. Aguggia will serve as Chairman, President and Chief Executive Officer of new Clifton and Clifton Savings Bank. All other individuals listed below will serve in the
same positions with new Clifton following the conversion and the offering.


74
Name Position
John A. Celentano, Jr.

Chairman of the Board and Chief Executive Officer of old Clifton and Clifton
MHC and Chairman of the Board of Clifton Savings Bank
Walter Celuch

President and Corporate Secretary of old Clifton, President of Clifton MHC,
Chief Executive Officer and Secretary of Clifton Savings Bank, and Director
and Investment Officer of Botany Inc.
Bart DAmbra

Executive Vice President and Chief Operating Officer of Clifton Savings Bank,
Corporate Secretary of Clifton MHC and President and Chief Executive
Officer of Botany Inc.
Stephen A. Hoogerhyde Executive Vice President and Chief Lending Officer of Clifton Savings Bank
Christine R. Piano, CPA.

Chief Financial Officer and Treasurer of old Clifton and Clifton MHC,
Executive Vice President and Chief Financial Officer of Clifton Savings Bank
and Director, Chief Financial Officer, Treasurer and Secretary of Botany Inc.
Francis Tracy Tripucka. Senior Vice President-Commercial Lending of Clifton Savings Bank
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Below is information regarding our executive officers who are not directors. Unless otherwise stated, each executive officer has held his or her current position
for at least the last five years. Ages presented are as of September 30, 2013.
Walter Celuch has been President and Corporate Secretary of old Clifton since 2004 and has been President and Chief Executive Officer of Clifton Savings Bank
since January 1999. Mr. Celuch served as Corporate Secretary of Clifton MHC from 2004 to 2006. Prior to January 1999, Mr. Celuch served as the Senior Vice
President and Chief Financial Officer of Clifton Savings Bank. Mr. Celuch has served with Clifton Savings Bank for over 25 years. On September 4, 2013, Mr. Celuch
announced that he will retire as President of old Clifton and as President and Chief Executive Officer of Clifton Savings Bank effective as of December 31, 2013.
Mr. Celuch has been Director and Investment Officer of Botany Inc. since its inception in December 2004. Age 65.
Bart DAmbra has been Executive Vice President and Chief Operating Officer of Clifton Savings Bank since March 2003 and Corporate Secretary of Clifton
MHC since 2006. Mr. DAmbra served as Senior Vice President of Clifton Savings Bank from April 2002 until March 2003. Prior to April 2002, Mr. DAmbra served
Clifton Savings Bank as a Vice President. Mr. DAmbra has served with Clifton Savings Bank for over 20 years. Mr. DAmbra has been President and Chief Executive
Officer of Botany Inc. since its inception in December 2004. Age 64.
Stephen A. Hoogerhyde has been Executive Vice President and Chief Lending Officer of Clifton Savings Bank since March 2003 and April 2002, respectively.
Mr. Hoogerhyde served as Senior Vice President from April 2002 until March 2003. Prior to April 2002, Mr. Hoogerhyde served Clifton Savings Bank as Vice
President and Mortgage Officer. Mr. Hoogerhyde has served with Clifton Savings Bank for over 26 years. Age 59.
Christine R. Piano, a certified public accountant, has been Chief Financial Officer and Treasurer of old Clifton and Clifton MHC since 2004 and has been
Executive Vice President and Chief Financial Officer of Clifton Savings Bank since April 2003 and March 1999, respectively. Ms. Piano served as Vice President from
March 2000 to April 2003. Ms. Piano has served with Clifton Savings Bank for over 14 years. Ms. Piano has been Director, Chief Financial Officer, Treasurer and
Secretary of Botany Inc. since its inception in December 2004. Age 49.
Francis Tracy Tripucka has been Senior Vice President-Commercial Lending of Clifton Savings Bank since December 2012. From April 2012 to December
2012, Mr. Tripucka served as Chief Credit Officer of Crown Bank in Kearny, New Jersey. Prior to that time, Mr. Tripucka served as a Second Vice President at Kearny
Federal Savings Bank in Kearny, New Jersey, from December 2001 to December 2011. Age 63.
Board Leadership Structure and the Boards Role in Risk Oversight
Our board of directors endorses the view that one of its primary functions is to protect stockholders interests by providing independent oversight of management,
including the Chief Executive Officer. However, the board of directors does not believe that mandating a particular structure, such as designating an independent lead
director or having a separate Chairman of the Board and Chief Executive Officer, is necessary to achieve effective oversight. As a result, the Board has not designated an
independent lead director nor has it designated a separate Chairman of the Board and Chief Executive Officer. The board of directors is currently comprised of seven
directors, six of whom are independent directors under the listing standards of the Nasdaq Global Market. The Chairman of the Board has no greater nor lesser vote on
matters considered by the Board than any other director, and the Chairman does not vote on any related party transaction. All directors, including the Chairman of the
Board, are bound by fiduciary obligations, imposed by law, to serve the best interests of the stockholders. Accordingly, separating the offices of Chairman of the Board
and Chief Executive Officer would not serve to materially enhance or diminish the fiduciary duties of any director.
To further strengthen the regular oversight of the full board of directors, various committees of the board of directors are comprised of independent directors. The
Compensation Committee of the Board consists solely of independent directors. As detailed in its report and the Compensation Discussion and Analysis appearing
elsewhere in this prospectus, the Compensation Committee reviews and evaluates the performance of all of our executive officers, including the Chief Executive Officer,
and reports to the Board. In addition, the Audit Committee, which is comprised solely of independent directors, oversees our financial practices, regulatory compliance,
accounting procedures and financial reporting functions. In the opinion of the board of directors, an independent Chairman of the Board does not add any material value
to this already effective process.

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Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk,
interest rate risk, liquidity risk, operational risk, strategic risk, budgetary risk caused by costs of governmental mandates for new compliance policies and reputation risk.
Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight
of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented
by management are adequate and functioning as designed. Senior management also attends Board meetings and is available to address any questions or concerns raised
by the Board on risk management and any other matters.
Director Compensation
The following table provides the compensation received by individuals who served as non-employee directors of old Clifton during the year ended March 31,
2013.

Cash Retainer and Meeting Fees for Non-Employee Directors. The following tables set forth the applicable retainers and fees that will be paid to non-employee
directors for their service on the board of directors of Clifton Savings Bank and the board of directors of old Clifton during the year ending March 31, 2013. Employee
directors do not receive any retainers or fees for their services on the board of directors.
Clifton Savings Bank:

Old Clifton:


76
Name
Fees Earned
or
Paid in Cash (1)
Stock
Awards (2)
Option
Awards (3)
Change in Pension
Value and Nonqualified
Deferred Compensation
Earnings (4)
All Other
Compensation Total
Stephen Adzima (5) $ 20,425 $ $ $ 113,109 $ $ 133,534
Thomas A. Miller 63,944 28,112 92,056
John H. Peto 64,269 49,893 114,162
Charles J. Pivirotto 64,269 101,892 1,326 167,487
Cynthia Sisco 64,269 98,664 1,326 164,259
Joseph C. Smith 54,175 86,273 140,448
John Stokes (6) 31,213 199,723 230,936

(1) Includes fees earned for service with Clifton Savings Bank, old Clifton and Clifton MHC.
(2) At March 31, 2013, the aggregate number of unvested restricted stock award shares held in trust was 5,100 for each of Mr. Pivirotto and Ms. Sisco. No other
director held any unvested shares of restricted stock at March 31, 2013.
(3) The aggregate outstanding stock options at March 31, 2013 was 74,000 for each of Mr. Pivirotto and Ms. Sisco and 74,795 for each of Messrs. Peto and Smith
and 60,508 for Mr. Miller. At March 31, 2013, 29,600 options held by each of Mr. Pivirotto and Ms. Sisco had vested and all of the options held by Messrs.
Miller, Peto and Smith were fully vested. Mr. Adzima did not have any outstanding stock options at March 31, 2013.
(4) Amounts represent the aggregate change in the actuarial present value of accumulated benefit under Clifton Savings Banks Directors Retirement Plan.
(5) Mr. Adzima was appointed to the board of directors of Clifton Savings Bank, old Clifton and Clifton MHC on November 28, 2012.
(6) Mr. Stokes died on September 30, 2012.
Annual retainer $ 46,500
Additional annual retainer for committee chairmen (1) $ 4,000

(1) Chairmen of the Audit/Compliance, Nominating/Corporate Governance, Compensation, Finance, Investment, Building and Grounds and Commercial Loan
Committees receive committee chairmen fees.
Annual retainer $ 7,200
Additional annual retainer for Audit/Compliance Committee members $ 5,600
Additional fee per Audit/Compliance Committee meeting attended $ 325
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Directors Retirement Plan. Clifton Savings Bank maintains the Clifton Savings Bank Directors Retirement Plan to provide directors with supplemental
retirement income. All current directors participate in the plan and future directors may become participants upon designation by the board of directors. The plan
provides benefits, generally paid in equal monthly installments, upon a directors retirement, death or disability, and upon a change in control of Clifton Savings Bank or
old Clifton. However, participants may elect that any type of benefit under the plan be paid on an actuarially equivalent lump sum basis so long as the election complies
with Section 409A of the Internal Revenue Code.
Upon their retirement following the completion of three years of service and the attainment of age 68, participants receive an annual retirement benefit, payable
for life, equal to a percentage of the sum of the annual fees and retainer paid (or, for employee directors, that would have been paid) during the twelve-month period
ending on the date preceding retirement. For an employee serving as Chairman of the board of directors, the annual retirement benefit equals 137.5% of the annual fees
and retainer that would have been paid if the Chairman was a non-employee director. The percentage paid as an annual benefit is determined by multiplying the
participants years of service (up to a maximum of 10) by 10 percent.
A participant who completes a minimum of three years of service, regardless of age, may receive death and disability benefits under the plan. If the participant
dies prior to the start of the normal retirement benefit, the participants surviving spouse or other designated beneficiary receives an annual death benefit, payable over a
ten-year period, equal to the sum of the annual fees and retainer paid (or, for employee directors, that would have been paid or, for an employee director serving as
Chairman, 137.5% of the amount that would have been paid) to the director during the twelve-month period ending on the last day of the month preceding the date of
death. If a participant dies while receiving the annual retirement benefit under the plan, the beneficiary continues to receive the same annual benefit for a number of
years equal to ten minus the number of years the participant already received the annual retirement benefit. The disability benefit under the plan equals the sum of the
annual fees and retainer paid (or, for employee directors, that would have been paid or, for an employee director serving as Chairman, 137.5% of the amount that would
have been paid) during the twelve-month period ending on the last day of the month immediately preceding the participants termination of service due to disability. If a
participant dies while receiving the annual disability benefit, the beneficiary continues to receive the annual disability benefit for a number of years equal to ten less the
number of years the participant previously received disability benefits.
Upon the completion of one year of service, regardless of age, participants will receive a benefit upon a change in control of Clifton Savings Bank or old Clifton.
The annual change in control benefit, payable for the life of the participant, equals the sum of the annual fees and retainer paid (or, for employee directors, that would
have been paid or, for an employee director serving as Chairman, 137.5% of the amount that would have been paid) to the participant during the twelve-month period
preceding the date of a termination of service due to a change in control. If a participant dies while receiving the annual change in control benefit, the designated
beneficiary continues to receive the annual change in control benefit for a number of years equal to fifteen minus the number of years the participant had already
received benefits under the plan. Based on current director compensation and membership, the minimum annual change in control benefits payable to all directors
(including the Chairman) under the Directors Retirement Plan would total approximately $473,400 per year. This expense would represent approximately 7.2% of
Clifton Saving Bancorps reported net income of $6.61 million for the year ended March 31, 2013.
The plan provides for the payment of retirement, death, disability or change in control benefits in equal monthly installments, commencing on the first business
day of the month after the participant becomes entitled to a benefit, or, if a director so elects, in an actuarial equivalent lump sum. Participants may elect that any type of
benefit under the plan be paid in a lump sum so long as the election complies with Section 409A of the Internal Revenue Code.
Mr. Aguggia will become a participant in the directors retirement plan, as an employee serving as Chairman of the Board, as of January 1, 2014.
Compensation Discussion and Analysis
The purpose of this Compensation Discussion and Analysis is to explain our executive compensation philosophy, objectives and design, and our compensation
elements for our named executive officers. Our named executive officers are those executives listed in the Summary Compensation Table under the Executive
Compensation section of this prospectus. The compensation provided to our named executive officers for the 2013 fiscal year is set forth in detail in the Summary
Compensation Table and supporting tables and narrative that follow the Summary Compensation Table in this prospectus.

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During the 2013 fiscal year we once again pursued a steadfast, long-term approach to banking that maintains our financial stability in a challenging economic
environment. Specifically, at or for our year ended March 31, 2013:



In addition, we continued to exercise sound fiscal responsibility which resulted in continued high loan quality at the end of the 2013 fiscal year.
Executive Compensation Highlights. The following actions were taken with respect to the compensation and benefits programs for our named executive officers
during the 2013 fiscal year:




Our Compensation Philosophy. Our compensation philosophy is founded upon the premise that our success depends, in large part, on the dedication,
commitment and performance of the individuals we place in key operating positions to drive our business strategy. In addition, we value the management teams faithful
years of service and expertise.
Our compensation decisions for our named executive officers are based on the following principles:




78
Shareholders equity increased $867,000, or 0.5%, to $187.3 million;
Net income was $6.6 million; and
Net interest rate spread increased 5 basis points to 2.18%.

Extended the Term of Clifton Savings Bank Employment Agreements with Certain Named Executive Officers. The board of directors of Clifton Savings
Bank renewed the Clifton Savings Bank employment agreements for Messrs. Celentano and Celuch for an additional year in connection with each officers
annual performance review. The term of the agreements will expire on December 31, 2015, unless otherwise extended by Clifton Savings Bank or
terminated sooner in accordance with the terms of the agreements. Our Company employment agreements with Messrs. Celentano and Celuch continue to
renew on a daily basis. See Executive CompensationEmployment Agreements for a detailed description of these employment agreements.

Replaced Change in Control Agreements with Employment Agreements for Certain Named Executive Officers. In recognition of our strong management
team and their long and valued service with Clifton Savings Bank and old Clifton, Clifton Savings Bank entered into employment agreements with
Ms. Piano and Messrs. Hoogerhyde and DAmbra effective December 31, 2012. Old Clifton is also a party to the employment agreements, as a guarantor
of the payments due under the agreements. The employments agreements replace the change in control agreements previously entered into with these
executives. The term of the employment agreements will expire on December 31, 2015, unless otherwise extended by Clifton Savings Bank or terminated
sooner in accordance with the terms of the agreements See Executive CompensationEmployment Agreements for information on the new employment
agreements with Ms. Piano and Messrs. Hoogerhyde and DAmbra.

Increased Base Pay for Certain Named Executive Officers. In connection with each executives annual performance review, the Compensation Committee
reviewed base salaries and elected to increase base salaries for Mr. Celentano by 0.8%, Mr. Celuch by 1.0% and Ms. Piano and Messrs. DAmbra and
Hoogerhyde by 3.5%. The Compensation Committees decisions on base salary are consistent with our compensation philosophy of emphasizing a
competitive base salary as a means of retaining our named executive officers. All increases were effective January 1, 2013. See Executive
CompensationSummary Compensation Table for the current base salaries for our named executive officers.

Limited Cash Bonuses. Performance-based compensation currently plays a secondary role in our overall compensation philosophy. Therefore, our named
executive officers each received a modest cash bonus for the 2013 fiscal year. See Executive CompensationSummary Compensation Table for the cash
bonuses paid to our named executive officers for the 2013 fiscal year.

Meeting the Demands of the Market We strive to provide our named executive officers with competitive base salaries and employee benefits that when
viewed in connection with our overall work environment, position us as an employer of choice among institutions providing similar financial services in
the markets we serve.

Aligning the Financial Interests of our Management Team with Our Shareholders Our management team aligns its interests with our shareholders
through participation in our stock-based employee benefit plans and individual direct ownership of our common stock.
Reflecting our Business Philosophy Our approach to compensation reflects our values and the way we do business in the communities we serve.
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Elements Used to Implement Our Compensation Objectives. Our compensation program relies primarily on two elements: (1) base salary and (2) retirement
benefits which include stock benefits provided under our employee stock ownership plan. In addition to providing certain perquisites, we also maintain a modest short-
term cash-based incentive plan and have, in the past, granted equity awards to our named executive officers. We believe that we can best satisfy the objectives of our
compensation philosophy by achieving a balance among these elements that is competitive and creates appropriate incentives for our named executives. We combine the
compensation elements for each executive in a manner we believe optimizes each executives contributions to old Clifton.

Base Salary. The salaries of our named executive officers are reviewed at least annually to assess our position in the marketplace and make any necessary
adjustments. Decisions regarding salary adjustments take into account an executives current base salary, market practice, retention risk and the role/contribution of the
executive to old Clifton and Clifton Savings Bank. We obtain salary information from a variety of sources, including the American Bankers Association Annual
Compensation and Benefits Survey Report. We also evaluate salary levels at the time of promotion or other change in responsibilities.
Short-Term Cash-Based Incentive Compensation. Our current short-term, cash-based discretionary bonus program provides all employees of old Clifton and its
affiliates with an opportunity to earn a cash bonus depending, in part, on the financial performance of old Clifton and each individuals overall job performance. See
Executive CompensationSummary Compensation Table for bonuses paid in the 2013 fiscal year.
Retirement Benefits. All of our named executive officers are eligible to participate in the tax-qualified retirement plans that are made available to our employees.
This includes our employee stock ownership plan and 401(k) plan. Our 401(k) plan enables our named executive officers to supplement their retirement savings with
elective deferral contributions that we currently match at up to one half of 4.5%, or 2.25% of compensation deferred. Our employee stock ownership plan provides
participants with retirement benefits in the form of Company common stock at no cost to the participants. Employee stock ownership plan benefits are allocated based
on each participants compensation as a percentage of total plan compensation. Participants vest in the benefits allocated to their employee stock ownership plan
accounts over five years of service with Clifton Savings Bank. All of our named executive officers participate in the employee stock ownership plan and are fully vested
in the benefits allocated to their employee stock ownership plan accounts. See Executive CompensationSummary Compensation Table for information on the
employee stock ownership plan allocations and employer matching contributions for our named executive officers.
In addition to our tax-qualified retirement plans, we also maintain a non-qualified retirement arrangement for Messrs. Celentano and Celuch, the Clifton Savings
Bank Supplemental Retirement Plan. The plan provides benefits that would have been provided under the 401(k) plan or the employee stock ownership plan, but for
limitations imposed by the Internal Revenue Code. See Executive CompensationSupplemental Executive Retirement Plan for information on the supplemental
retirement benefits. Mr. Celentano is also a participant in the Directors Retirement Plan. See Corporate Governance and Board MattersDirectors Retirement Plan
for information on Mr. Celentanos Directors Retirement Plan benefit.
We view our retirement benefit program as a means of providing financial security to our named executive officers after they have spent a substantial portion of
their careers with us. The Compensation Committee reviews our retirement benefit program periodically with due consideration given to prevailing market practice,
overall executive compensation philosophy and cost to Clifton Savings Bank.

79

Prudent Management We do not sponsor compensation or benefits arrangements that encourage our named executive officers to take unnecessary risks
that may harm our Bank or its affiliates.
Base Salary Retirement Benefits
Short-Term Cash
Based Incentive
Plan Other
Chief Executive Officer 76.20 % 19.44 % 1.52 % 2.84 %
President 78.32 % 17.22 % 1.56 % 2.90 %
Chief Operating Officer 81.11 % 17.28 % 1.61 % N/A
Chief Lending Officer 81.21 % 17.18 % 1.61 % N/A
Chief Financial Officer 81.23 % 17.16 % 1.61 % N/A
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Role of the Compensation Committee. We rely on the Compensation Committee to develop the broad outline of our compensation program and to monitor the
success of the program in achieving the objectives of our compensation philosophy. The Committee, which consists of five independent directors, is also responsible for
the administration of our compensation programs and policies, including the administration of our short-term incentive and equity incentive programs. The
Compensation Committee exercises independent discretion in the determination of executive compensation but may seek input from other members of the board of
directors, consultants and advisors.
The Committee operates under the mandate of a formal charter that establishes a framework for the fulfillment of the Committees responsibilities. The
Committee and the board of directors review the charter at least annually to ensure that it is consistent with the Committees expected role. Under the charter, the
Committee is charged with general responsibility for the oversight and administration of our compensation program. The charter vests in the Committee principal
responsibility for determining the compensation of the Chief Executive Officer based on the Committees evaluation of his performance. The charter also authorizes the
Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities. See Corporate
Governance and Board MattersCommittees of the Board of Directors for the members of the Compensation Committee and the number of meetings in fiscal 2013.
Role of the Compensation Consultant. In fiscal 2013, McLagan, an independent compensation consultant, provided the Compensation Committee with a
compensation and benefits report for our named executive officers and directors.
Role of Management. Our Chief Executive Officer, in conjunction with our Compensation Committee, develops recommendations regarding the appropriate mix
and level of compensation for our named executive officers. The recommendations consider the objectives of our compensation philosophy and the range of
compensation programs authorized by the Committee, as well as the peer group analysis and survey data. The Chief Executive Officer meets with the Compensation
Committee to discuss the compensation recommendations for the named executive officers. Our Chief Executive Officer is absent from Committee discussions relating
to the determination of his compensation. Compensation for our Chief Executive Officer and other named executive officers is determined by the Compensation
Committee and approved by the board of directors.
Peer Group. In addition to engaging McLagan, the Compensation Committee utilized the compensation information reported in the American Bankers
Association Annual Compensation and Benefits Survey for institutions similar to us in asset size and demographics.
Tax and Accounting Considerations. In consultation with our advisors and in collaboration with our Audit Committee, we evaluate the tax and accounting
treatment of our compensation programs at the time of adoption and periodically thereafter to ensure that we understand the financial impact of each program on old
Clifton. Our analysis includes a review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications
and/or alternatives to existing programs to take advantage of favorable changes in tax or accounting environment or to avoid adverse consequences.
Employment Agreements. During fiscal 2013, we renewed the employment agreements with our Chairman and Chief Executive Officer (Mr. Celentano) and our
President and Secretary (Mr. Celuch). We also entered into new employment agreements with our other named executive officers, replacing the change in control
agreements previously entered into with those other named executive officers. In addition to outlining the terms and conditions of employment, the employment
agreements ensure the stability of management by providing the executives with financial protection in the event an executive is involuntarily terminated by old Clifton
or Clifton Savings Bank for reasons other than Just Cause (as defined in the agreements). See Executive CompensationEmployment Agreements and Potential
Post-Termination or Change in Control Benefits Tables for a detailed discussion of the terms of the employment agreements and the benefits provided upon
termination of service.
Employee Welfare Benefits. We provide all of our employees with coverage under medical, life insurance and disability plans on terms consistent with industry
practice. We also maintain a Section 125 cafeteria plan which allows our employees to set aside pre-tax dollars to pay for certain benefits.
Perquisites. We provide some named executive officers with certain perquisites, including but not limited to, an automobile allowance, as deemed appropriate to
their positions and responsibilities. We believe the perquisites provided to the named executives are reasonable, competitive and consistent with old Cliftons overall
compensation program. We also

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believe that these benefits further our officers abilities to promote our business interests in our markets and reflect competitive industry practices for similarly-situated
officers employed by our peers. The perquisites provided to our named executive officers are included in the All Other Compensation column of the Summary
Compensation Table under Executive Compensation.
Equity Compensation Program and Stock Compensation Grant and Award Practices. In the past, we have used restricted stock awards and stock option grants
(collectively referred to as equity awards) to focus our management team on the task of creating shareholder value over the long term. The nature and size of the
equity awards were based on a number of factors, including awards made to those holding comparable positions in our peer group, applicable regulatory restrictions, the
tax and accounting treatment of specific equity compensation techniques and the number of shares available for grant under the 2005 Equity Incentive Plan. All of our
named executive officers have fully vested in stock awards previously granted under the 2005 Equity Incentive Plan. In addition, all stock option grants made to our
named executive officers are fully vested and exercisable. See Executive CompensationOutstanding Equity Awards at March 31, 2013 for information on
unexercised options for each named executive officer outstanding as of March 31, 2013.
As a general matter, the Compensation Committees grant making process is independent of any consideration of the timing of the release of material nonpublic
information, including with respect to the determination of grant dates or the stock option exercise prices. The Committees decisions are reviewed and ratified by the
full board of directors. Similarly, old Clifton has never timed the release of material nonpublic information with the purpose or intent to affect the value of executive
compensation. In general, the release of such information reflects long-established timetables for the disclosure of material nonpublic information such as earnings
reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure. Under the
2005 Equity Incentive Plan, the exercise price of a stock option is equal to the closing sales price of our common stock on the Nasdaq Stock Market on the date of grant.
The grant date is the date the Compensation Committee grants a stock option.
The Compensation Committee made no equity grants to our named executive officers during the 2013 fiscal year.
Stock Ownership Requirements. It is our policy that members of the board of directors and our executive officers should be stockholders of old Clifton; however,
other than a 100 share minimum ownership requirement for our directors as set forth in our bylaws, we do not have formal stock ownership requirements for our named
executive officers or members of the board of directors. As a practical matter, our named executive officers and directors hold meaningful interests in our stock, which
they have accumulated through participation in stock compensation programs and individual purchases. See the Stock Ownership section of this prospectus for
information on stock ownership for our named executive officers and members of our board of directors.
Risk Assessment. We have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are
reasonably likely to have a material adverse effect on old Clifton. We do not maintain plans and arrangements which provide participants with the ability to directly
control payouts.

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Executive Compensation
Summary Compensation Table. The following information is furnished for all individuals serving as the principal executive officer or principal financial officer
of old Clifton for the 2013 fiscal year and the other three most highly compensated executive officers of old Clifton whose total compensation for the 2013 fiscal year
exceeded $100,000.

Employment Agreements
Employment Agreement with New President and Chief Executive Officer. Old Clifton and Clifton Savings Bank have each entered into separate employment
agreements with Paul M. Aguggia, the new Chairman, President and Chief Executive Officer of old Clifton, Clifton Savings Bank and Clifton MHC. The agreements,
which become effective on January 1, 2014, each provide for a three-year term. The term of Mr. Aguggias employment agreement with old Clifton automatically
extends to a three-year term each day until one party gives the other party notice of its intent not to renew the agreement, at which time the term of the agreement
becomes fixed at three years. The Board of Directors of Clifton Savings Bank may extend the term of Mr. Aguggias employment agreement with Clifton Savings Bank
annually.
Under the employment agreements, Mr. Aguggias annual base salary will be $650,000. In addition to base salary, the employment agreements provide for,
among other things, participation in stock-based benefit plans and fringe benefits consistent with those provided to other senior executive officers of old Clifton and
Clifton Savings Bank. The agreements also provide for certain payments to Mr. Aguggia following his termination of employment due to a change in control, his death,
disability, or upon termination without just cause (as defined in each agreement) that are calculated in accordance with the same formula set forth in old Cliftons and
Clifton Savings Banks existing employment agreements with our other executive officers.

82
Name and Principal
Position Year Salary Bonus
Stock
Awards
Option
Awards
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation (1) Total
John A. Celentano, Jr. 2013 $ 392,750 $ 7,840 $ 28,052 $ 86,812 $ 515,454
Chairman of the Board and Chief Executive Officer 2012 383,420 8,500 34,445 82,012 $ 508,377
2011 366,968 12,685 15,854 86,040 $ 481,547
Walter Celuch 2013 $ 243,125 $ 4,850 $ 62,435 $ 310,410
President and Secretary 2012 234,544 8,500 54,946 297,990
2011 223,611 7,730 65,202 296,543
Bart DAmbra 2013 $ 152,826 $ 3,030 $ 32,552 $ 188,408
Executive Vice President and Chief Operating Officer of Clifton
Savings Bank
2012 146,557 8,500 27,225 182,282
2011 136,859 7,000 30,534 174,393

Stephen Hoogerhyde 2013 $ 157,869 $ 3,130 $ 33,395 $ 194,394
Executive Vice President and Chief Lending Officer of Clifton
Savings Bank
2012 151,541 8,500 27,753 187,794
2011 144,534 7,000 32,210 183,744

Christine R. Piano, CPA 2013 $ 172,496 $ 3,420 $ 36,430 $ 212,346
Chief Financial Officer and Treasurer 2012 165,573 8,500 30,361 204,434
2011 155,728 7,000 34,330 197,058

(1) For 2013, amounts include, but are not limited to, employee stock ownership plan allocations valued at $47,528, $47,219, $29,045, $30,137 and $32,472 for
Messrs. Celentano, Celuch, DAmbra and Hoogerhyde and Ms. Piano, respectively, and matching contributions under Clifton Savings Banks 401(k) plan for all
executive officers listed. In addition, for Mr. Celentano, amount includes $39,284 in supplemental executive retirement plan contributions, as well as perquisites
and personal benefits for legal expenses and automobile usage, and for Mr. Celuch, amount includes $15,216 in supplemental executive retirement plan
contributions, as well as perquisites and personal benefits for automobile usage and travel expenses.
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Pursuant to the terms of each employment agreement, Clifton Savings Bank or old Clifton, as applicable, will pay or reimburse Mr. Aguggia for all reasonable
costs and legal fees paid or incurred by Mr. Aguggia in any dispute or question of interpretation relating to the employment agreement if Mr. Aguggia is successful on
the merits in a legal judgment, arbitration or settlement. The employment agreements also provide that Clifton Savings Bank and old Clifton, as applicable, will
indemnify Mr. Aguggia to the fullest extent legally allowable. In addition, the agreements provide that, except in the event of a change in control, Mr. Aguggia will be
subject to a one-year non-compete clause in the event his employment is terminated.
In connection with the execution of the employment agreements, Mr. Aguggia will receive in January 2014 a one-time signing/transition bonus of $250,000 to
assist him with relocation costs, lost benefits and related matters.
Employment Agreements with Current Executive Officers. Old Clifton and Clifton Savings Bank have each entered into employment agreements with Messrs.
Celentano, Celuch and Ms. Piano and Clifton Savings Bank has entered into employment agreements with Messrs. DAmbra and Hoogerhyde, with respect to which old
Clifton guarantees the obligations of Clifton Savings Bank. Each employment agreement provides for a three-year term. The term of each of the agreements with old
Clifton automatically extends to a three-year term each day until one party gives the other party notice of its intent not to renew the agreement, at which time the term of
the agreement becomes fixed at three years. The board of directors of Clifton Savings Bank may extend the terms of the employment agreements with Clifton Savings
Bank annually. The terms of the agreements with Clifton Savings Bank currently expire on December 31, 2015. Current base salaries under the employment agreements
for Messrs. Celentano, Celuch, DAmbra and Hoogerhyde and Ms. Piano are $395,000, $245,000, $156,802, $161,977 and $176,985 respectively. The Compensation
Committees of the Boards of Directors annually review the executives base salaries. In addition to base salary, the employment agreements provide for, among other
things, participation in stock-based benefit plans and fringe benefits applicable to each executive. The agreements also provide for certain payments to the executives
following their termination of employment due to a change in control, their death, disability, or upon termination without just cause (as defined in each agreement). See
Potential Payments on Termination of Employment or Change in Control for a discussion of the benefits upon termination under each circumstance.
Clifton Savings Bank or old Clifton will pay or reimburse the executives for all reasonable costs and legal fees paid or incurred by the executives in any dispute or
question of interpretation relating to the employment agreement if the executive is successful on the merits in a legal judgment, arbitration or settlement. The
employment agreements also provide that Clifton Savings Bank and old Clifton will indemnify the executives to the fullest extent legally allowable. In addition, the
employment agreements provide that, except in the event of a change in control, the executives are subject to a one-year non-compete in the event their employment is
terminated.
Following the completion of the conversion and offering, new Clifton and Clifton Savings Bank intend to enter into new employment agreements with Messrs.
Aguggia, DAmbra and Hoogerhyde and Ms. Piano.
Supplemental Executive Retirement Plan
Clifton Savings Bank sponsors a supplemental executive retirement plan to provide for supplemental retirement benefits related to its employee stock ownership
plan and the 401(k) plan. The plan provides benefits to eligible officers (those designated by the board of directors of Clifton Savings Bank) that cannot be provided
under the 401(k) plan or the employee stock ownership plan as a result of eligibility requirements of the plans and/or limitations imposed by the Internal Revenue Code,
but that would have been provided under the plans, but for these eligibility requirements and/or Internal Revenue Code limitations. Messrs. Celentano and Celuch are the
only officers currently participating in the plan. In addition to providing benefits that would otherwise be lost as a result of eligibility requirements or the Internal
Revenue Code limitations on tax-qualified plans, the plan also provides a supplemental benefit upon a change of control prior to the scheduled repayment of the
employee stock ownership plan loans. See Potential Payments on Termination of Employment or Change in Control for further discussion of these benefits.
Mr. Aguggia will become a participant in the supplemental executive retirement plan as of January 1, 2014.

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Outstanding Equity Awards at March 31, 2013
The following table provides information concerning unexercised options for each named executive officer outstanding as of March 31, 2013. As of March 31,
2013, none of the named executive officers had stock awards that had not vested.

Pension Benefits for the 2013 Fiscal Year
Clifton Savings Bank sponsors the Clifton Savings Bank Director Retirement Plan to provide retirement benefits for eligible directors. John A. Celentano, Jr., as
an employee director, participates in the plan. See Directors CompensationDirectors Retirement Plan. The following table provides information with respect to
the Directors Retirement Plan for fiscal 2013.

Nonqualified Deferred Compensation for the 2013 Fiscal Year
The following table provides information with respect to each deferred compensation plan in which the named executive officers participated during fiscal 2013.


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Option Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise Price
Option
Expiration Date
John A. Celentano, Jr. 329,000 $ 10.24 12/31/2014 (1)
Walter Celuch 179,500 10.24 12/31/2014 (1)
Bart DAmbra 119,600 10.24 8/31/2015
Stephen Hoogerhyde 119,600 10.24 8/31/2015
Christine R. Piano 119,600 10.24 8/31/2015

(1) As a result of their retirements effective December 31, 2013, the options held by Messrs. Celentano and Celuch will expire on December 31, 2014
Name Plan Name
Number of
Years of
Credited
Service
Present
Value of
Accumulated
Benefit
($) (1)
John A. Celentano, Jr. Directors Retirement Plan 50 $ 535,547

(1) The material assumptions used to calculate the accumulated benefit were as follows: interest rate of 4.25%; a benefit formula equal to 133% of annual board fees
and retainers immediately prior to retirement for each year of service with a maximum of 137.5% of board fees and retainers; and a straight life form of payment.
Name Plan Name
Registrant
Contributions in Last

Fiscal Year (1)
Aggregate
Earnings in

2013 (2)
Aggregate Balance

at Last Fiscal Year

End (3)(4)
John A. Celentano, Jr.

Supplemental Executive

Retirement Plan $ 24,642 $ 5,395 $ 337,791
Walter Celuch

Supplemental Executive

Retirement Plan 577 72 9,552

(1) Registrant contributions are reported as compensation in 2013 in the Summary Compensation Table.
(2) The amount disclosed in the earnings column represents interest earned at a rate of approximately 0.01% plus dividends of $0.24 per share. Interest and dividends
earned are not reported as compensation in 2013 in the Summary Compensation Table since such earnings were not above market or preferential.
(3) Reflects the market value as of March 31, 2013, of 24,324 and 325 shares held for the benefit of Messrs. Celentano and Celuch, respectively, and cash balances of
$57,989 and $5,851, respectively, under the supplemental executive retirement plan.
(4) The market value of the shares allocated to Messrs. Celentano and Celuch under the supplemental executive retirement plan was previously reported as
compensation to Messrs. Celentano and Celuch in the Summary Compensation Table for the year in which the allocation occurred.
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Potential Payments on Termination of Employment or Change in Control
Payments Made Upon Termination for Just Cause or Upon Voluntary Resignation (Including Retirement). Under the employment agreements, if we terminate
a named executive officers employment for just cause (as defined in the employment agreements) or if an executive voluntary resigns under circumstances that would
not constitute good reason (as defined in the employment agreements), including retirement, the executive will receive his or her base salary through the date of
termination and retain the rights to any vested benefits, subject to the terms of the plan or arrangement under which we provide those benefits.
All benefits credited to Messrs. Celentano and Celuch under the supplemental executive retirement plan are nonforfeitable by the terms of the plan, and, therefore,
we will distribute the benefits to each executive upon termination of employment for any reason. All benefits credited to Mr. Celentano under the Directors Retirement
Plan are nonforfeitable by the terms of the plan and, therefore, we will distribute the benefits to him upon his termination of active Board service in accordance with the
terms of the plan. See Corporate Governance and Board MattersDirectors Retirement Plan.
All unvested equity awards (if any) under old Cliftons 2005 Equity Incentive Plan will be forfeited and all vested and outstanding stock options will remain
exercisable in accordance with the terms of the option agreements.
Payments Made Upon Termination Without Just Cause or Resignation for Good Reason. Under the employment agreements, if we terminate the employment
an executives employment other than for just cause, or an executive voluntarily terminates his or her employment for good reason (as defined in the employment
agreement), the executive (or, upon his or her subsequent death, his or her beneficiary) would receive a lump sum cash payment equal to the sum of (a) the base salary
and incentive compensation that would have been paid for the remaining term of the employment agreement; (b) the value of any unvested restricted stock and stock
options as of the termination date (that would not otherwise vest as a result of the termination), plus (c) the value of employee benefits that would have been provided
for the remaining term of the employment agreement (based on the most recent level of contribution, accrual or other participation by or on behalf of the executive). We
would also provide continued life, medical, health, disability and dental insurance coverage for the remaining term of the employment agreement. Under the
employment agreements, each executive must adhere to a one-year, non-competition restriction if we terminate his employment other than for just cause or if the
executive terminates employment for good reason.
Other than in connection with a change in control, if we terminate an executives employment for any reason, including other than for just cause, or if an
executive voluntarily resigns from employment for any reason, the executive will receive his or her base salary through the date of termination and retain the rights to
any unvested benefits, subject to the terms of the plan or arrangement under which we provide those benefits.
All benefits credited to Messrs. Celentano and Celuch under the supplemental executive retirement plan are nonforfeitable by the terms of the plan and, therefore,
we will distribute the benefits to each executive upon termination of employment for any reason. All benefits credited to Mr. Celentano under the Directors Retirement
Plan are nonforfeitable by the terms of the plan and, therefore, we will distribute the benefits to him upon his termination of active Board service in accordance with the
terms of the plan. See Corporate Governance and Board MattersDirectors Retirement Plan.
Payments Made Upon Disability. Under the employment agreements, if an executive becomes disabled, we will provide them with a monthly disability benefit
equal to 100% of the executives monthly base salary through the 180
th
day following the executives termination due to disability, and 60% of the executives base
salary from the 181
st
day after termination through the earlier of the executives death or attainment of age 70. In addition, during any period of disability, the executive
and his dependents will receive continued benefit plan coverage under employer benefit plans. Mr. Celentano would not receive a disability payment after the 180
th
day
following his termination due to disability under his employment agreement, as he has attained age 70.
Mr. Celentano, Mr. Celuch, Mr. DAmbra, Mr. Hoogerhyde and Ms. Piano participate in the Clifton Savings Bank-sponsored disability plan and are entitled to
benefits based on age and compensation.
All benefits credited to Messrs. Celentano and Celuch under the supplemental executive retirement plan are nonforfeitable by the terms of the plan, and, therefore,
we will distribute the benefits to each executive upon termination of employment for any reason. All benefits credited to Mr. Celentano under the Directors Retirement
Plan are nonforfeitable by the terms of the plan and, therefore, we will distribute the benefits to him upon his termination of active Board service in accordance with the
terms of the plan. See Corporate Governance and Board MattersDirectors Retirement Plan.

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Payments Made Upon Death. Under the employment agreements, upon an executives death, we will pay the executives estate any accrued but unpaid salary or
bonus payments through the date of death. In addition, for a period of six months after the executives death, we will continue to provide his or her dependents medical
insurance benefits existing on the date of death and shall pay the executives beneficiary all salary compensation that would otherwise be payable to him or her under the
employment agreement.
All benefits credited to Messrs. Celentano and Celuch under the supplemental executive retirement plan are nonforfeitable by the terms of the plan, and, therefore,
we will distribute the benefits to each executive upon termination of employment for any reason. All benefits credited to Mr. Celentano under the Directors Retirement
Plan are nonforfeitable by the terms of the plan and, therefore, we will distribute the benefits to his beneficiary following his death in accordance with the terms of the
plan. See Corporate Governance and Board MattersDirectors Retirement Plan.
Upon an executives death, outstanding stock options granted pursuant to our 2005 Equity Incentive Plan automatically vest and remain exercisable until the
earlier of one year from the date the executive dies or the original expiration of the stock options. Restricted stock awards granted to the executives under plan also fully
vest upon an executives death.
See also the discussion above in Corporate Governance and Board MattersDirectors Retirement Plan for a discussion of payments made upon
Mr. Celentanos death under the directors retirement plan.
Payments Made Upon Termination Following a Change in Control. Under the employment agreements, if we, or our successors, terminate an executives
employment in connection with or following a change in control, or if an executive terminates employment for good reason in connection with or following a change in
control, then, pursuant to the terms of the employment agreements, we will pay the executive a severance benefit equal to the greater of (i) the payments and benefits
due for the remaining term of the employment agreement or (ii) three times the sum of: (a) the executives average base salary for the five years preceding the change in
control, (b) the average incentive or bonus compensation paid for the five years preceding the change in control, (c) the average income realized on the vesting of stock
awards for the five years preceding the change in control, (d) the average of the contributions made on an executives behalf to the 401(k) plan or employee stock
ownership plan and supplemental plans for the five years preceding the change in control, and (e) the average of any other taxable income for the five years preceding
the change in control (excluding income realized with respect to stock options and income related to the distribution of benefits under any retirement plan). We will also
provide the executives and their dependents continued health, medical, dental, life and disability insurance and, if applicable, automobile usage, for three years following
termination of employment.
Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times an individuals base amount are deemed to be
excess parachute payments if they are contingent upon a change in control. An individuals base amount is generally equal to an average of the individuals taxable
compensation for the five taxable years preceding the year a change in control occurs. Individuals receiving excess parachute payments are subject to a 20% excise tax
on the amount of the payment in excess of the base amount, and we may not deduct that excess amount for federal tax purposes. The employment agreements limit
payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G.
Under the terms of our employee stock ownership plan, upon a change in control (as defined in the plan), the plan will terminate and the plan trustee will repay in
full any outstanding acquisition loan. After repayment of the acquisition loan, all remaining shares of Company common stock held in the loan suspense account, all
other stock or securities, and any cash proceeds from the sale or other disposition of any shares of Company common stock held in the loan suspense account will be
allocated among the accounts of all participants in the plan who were employed on the date immediately preceding the effective date of the change in control. The
allocations of shares or cash proceeds shall be credited to each eligible participant in proportion to the opening balances in their accounts as of the first day of the
valuation period in which the change in control occurred. Payments under our employee stock ownership plan are not categorized as parachute payments and, therefore,
do not count towards each executives limitation under Section 280G.
Under the terms of the supplemental executive retirement plan, Mr. Celentano and Mr. Celuch will receive a cash payment in the event of a change in control
equal to the benefit the executives would have received under the employee stock ownership plan had the executives remained employed throughout the term of the
loan, less the benefits actually provided under the employee stock ownership plan on each executives behalf. In addition, all benefits credited to Messrs. Celentano and
Celuch under the supplemental executive retirement plan are nonforfeitable under the plan and, therefore, will be

86
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distributed to each executive upon termination of employment for any reason. All benefits credited to Mr. Celentano under the Directors Retirement Plan are
nonforfeitable by the terms of the plan and, therefore, we will distribute the benefits to him upon his termination of active Board service in accordance with the terms of
the plan. See Corporate Governance and Board MattersDirectors Retirement Plan.
Potential Post-Termination or Change in Control Benefits Tables. Under the employment agreements, if amount of compensation payable to each named
executive officer upon termination for just cause or upon voluntary resignation, termination without just cause or resignation for good reason, change in control with
termination of employment and disability is shown below. The amounts shown assume that such termination was effective as of March 31, 2013, and thus include
amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The following tables do not
include amounts payable upon termination of employment under the supplemental executive retirement plan or, other than an additional payment made in connection
with a change in control, the Directors Retirement Plan because the present value of the accumulated benefits under these plans is set forth in the tables above. In
addition, the amounts shown in the following tables do not reflect the fact that if, in the event payments to the executive in connection with a change in control or
otherwise would result in an excise tax under Section 4999 of the Internal Revenue Code of 1986, such payments may be reduced to the extent necessary so that the
excise tax does not apply.
The following table provides the amount of compensation payable to Mr. Celentano for each of situations listed below.

The following table provides the amount of compensation payable to Mr. Celuch for each of situations listed below.


87
Payments Due Upon
Payment and Benefit
Termination
For Just
Cause or
Voluntary
Resignation
(Including
Retirement)
Termination
Without
Just Cause or
Resignation
with Good
Reason Disability Death
Change in Control
With Termination
of Employment
Base salary $ $ 1,185,000 $ 194,795 $ 197,500 $ 1,448,195 (1)
Bonuses 23,520 3,920 (2)
401(k) matching contribution and ESOP benefit 193,209 193,209
Health and welfare benefits and fringe benefits 68,790 8,617 8,617 78,699
Additional payment under SERP 674,828 (3)

Total payment $ $ 1,470,519 $ 203,412 $ 210,037 $ 2,394,931


(1) Equals three times Mr. Celentanos average taxable income over the five years preceding the change in control.
(2) Equals Mr. Celentanos accrued bonus as of his termination of service from old Clifton based on the bonus paid in 2013.
(3) Includes Mr. Celentanos annual make up benefit and a one time change in control benefit.
Payments Due Upon
Payment and Benefit
Termination
For Just
Cause or
Voluntary
Resignation
(Including
Retirement)
Termination
Without
Just Cause or
Resignation
with Good
Reason Disability Death
Change in Control
With Termination
of Employment
Base salary $ $ 735,000 $ 784,000 $ 122,500 $ 854,700 (1)
Bonuses 14,550 2,425 (2)
401(k) matching contribution and ESOP benefit 192,282 192,282
Health and welfare benefits and fringe benefits 72,510 92,365 9,237 82,419
Additional payment under SERP 307,308 (3)

Total payment $ $ 1,014,342 $ 876,365 $ 134,162 $ 1,436,709


(1) Equals three times Mr. Celuchs average taxable income over the five years preceding the change in control.
(2) Equals Mr. Celuchs accrued bonus as of his termination of service from old Clifton based on the bonus paid in 2013.
(3) Includes Mr. Celuchs annual make up benefit and a one time change in control benefit.
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The following table provides the amount of compensation payable to Mr. DAmbra for each of situations listed below.

The following table provides the amount of compensation payable to Mr. Hoogerhyde for each of situations listed below.

The following table provides the amount of compensation payable to Ms. Piano for each of situations listed below.


88
Payments Due Upon
Payment and Benefit
Termination

For Just
Cause or
Voluntary
Resignation
(Including
Retirement)
Termination
Without
Just Cause or

Resignation
with Good
Reason Disability Death
Change in Control

With Termination

of Employment
Base salary $ $ 470,406 $ 689,928 $ 78,401 $ 499,590 (1)
Bonuses 9,090 1,515 (2)
401(k) matching contribution and ESOP benefit 132,336 132,336
Health and welfare benefits and fringe benefits 25,074 58,506 4,179 25,074

Total payment $ $ 636,906 $ 748,434 $ 84,095 $ 657,000


(1) Equals three times Mr. DAmbras average taxable income over the five years preceding the change in control.
(2) Equals Mr. DAmbras accrued bonus as of his termination of service from old Clifton based on the bonus paid in 2013.
Payments Due Upon
Payment and Benefit
Termination
For Just
Cause or
Voluntary
Resignation
(Including
Retirement)
Termination
Without
Just Cause or
Resignation
with Good
Reason Disability Death
Change in Control
With Termination
of Employment
Base salary $ $ 485,931 $ 1,198,629 $ 80,989 $ 508,158 (1)
Bonuses 9,390 1,565 (2)
401(k) matching contribution and ESOP benefit 151,095 151,095
Health and welfare benefits and fringe benefits 25,170 100,680 4,195 25,170

Total payment $ $ 671,586 $ 1,299,309 $ 86,749 $ 684,423


(1) Equals three times Mr. Hoogerhydes average taxable income over the five years preceding the change in control.
(2) Equals Mr. Hoogerhydes accrued bonus as of his termination of service from old Clifton based on the bonus paid in 2013.
Payments Due Upon
Payment and Benefit
Termination
For Just
Cause or
Voluntary
Resignation
(Including
Retirement)
Termination
Without
Just Cause or
Resignation
with Good
Reason Disability Death
Change in Control
With Termination
of Employment
Base salary $ $ 530,955 $ 2,265,408 $ 88,493 $ 568,984 (1)
Bonuses 10,260 1,710 (2)
401(k) matching contribution and ESOP benefit 132,735 132,735
Health and welfare benefits and fringe benefits 25,455 178,185 4,243 25,455

Total payment $ $ 699,405 $ 2,443,593 $ 94,446 $ 727,174


(1) Equals three times Ms. Pianos average taxable income over the five years preceding the change in control.
(2) Equals Ms. Pianos accrued bonus as of her termination of service from old Clifton based on the bonus paid in 2013.
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2005 Equity Incentive Plan
Old Cliftons 2005 Equity Incentive Plan was adopted by our board of directors and approved by our shareholders in July 2005. The 2005 Equity Incentive Plan
authorized the granting of up to 1,495,993 stock options and 598,397 shares of restricted stock. The purpose of the 2005 Equity Incentive Plan is to promote old
Cliftons success by linking the personal interests of its employees, officers and directors to those of old Cliftons stockholders, and by providing participants with an
incentive for outstanding performance. The 2005 Equity Incentive Plan is further intended to provide flexibility to old Clifton in its ability to motivate, attract, and retain
the services of employees, officers and directors upon whose judgment, interest, and special effort the successful conduct of old Cliftons operation is largely dependent.
The 2005 Equity Incentive Plan is administered by the Compensation Committee of old Cliftons board of directors, which has the authority to determine the eligible
directors or employees to whom awards are to be granted, the number of awards to be granted, the vesting of the awards and the conditions and limitations of the awards.
As of September 30, 2013, options for 1,376,823 shares were outstanding and options for 6,766 shares remained available for future awards under the plan. At
September 30, 2013, 112,012 of the options granted under the plan have been exercised. As of September 30, 2013, shares of restricted stock had been granted
and remained unforfeited and 191 shares remained available for future awards under the plan.
The 2005 Equity Incentive Plan provides that in the event any merger, consolidation, share exchange or other similar corporate transaction affects the shares of
old Clifton in such a manner that an adjustment is required to preserve the benefits available under the plan, the committee administering the plan has the authority to
adjust the number of shares which may be granted, the number of shares subject to restricted stock awards or outstanding stock options, and the exercise price of any
stock option grant. As a result, upon completion of the conversion and offering, outstanding shares of restricted stock and options to purchase shares of old Clifton
common stock will be converted into and become shares of restricted stock and options to purchase shares of new Clifton common stock. The number of shares of
restricted stock and common stock to be received upon exercise of these options and the related exercise price will be adjusted for the exchange ratio in the conversion.
The aggregate exercise price, duration and vesting schedule of these awards will not be affected.
Future Equity Incentive Plan
Following the offering, new Clifton plans to adopt an equity incentive plan that will provide for grants of stock options and restricted stock or similar equity-
based awards. In accordance with applicable regulations, we anticipate that the plan, if implemented within the first year after the offering, will authorize a number of
stock options equal to 10.0% of the total shares sold in the offering, and a number of shares of restricted stock equal to 4.0% of the total shares sold in the offering.
Therefore, the number of shares reserved under the plan, if implemented within that one-year period, will range from 2,201,500 shares, assuming 15,725,000 shares are
issued in the offering, to 2,978,500 shares, assuming 21,275,000 shares are issued in the offering.
New Clifton may fund the equity incentive plan through the purchase of common stock in the open market by a trust established in connection with the plan or
from authorized, but unissued, shares of new Clifton common stock. The issuance of additional shares after the offering would dilute the interests of existing
shareholders. See Pro Forma Data. New Clifton will grant all stock options at an exercise price equal to 100% of the fair market value of the stock on the date of
grant. New Clifton will grant restricted stock awards at no cost to recipients. New Clifton expects that restricted stock awards and stock options will generally vest
ratably over a five-year period (or as otherwise permitted by the Federal Reserve Board), but new Clifton may also make vesting contingent upon the satisfaction of
performance goals established by the board of directors or the committee charged with administering the plan. All outstanding awards will accelerate and become fully
vested upon a change in control of new Clifton.
The equity incentive plan will comply with all applicable Federal Reserve Board regulations, except to the extent waived by the Federal Reserve Board. The
requirements contained in these regulations may vary depending on whether we implement the plan within one year following the offering or after one year following
the offering. If we implement the equity incentive plan more than one year after completion of the offering, the plan would not be subject to many existing regulatory
requirements, including limiting the number awards we may reserve or grant under the plan and the time period over which participants may vest in awards granted to
them. We will submit the equity incentive plan to shareholders for their approval not less than six months after completion of the conversion and offering, at which time
we will provide shareholders with detailed information about the plan.

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Policies and Procedures Governing Related Persons Transactions
Old Clifton maintains a Policy and Procedures Governing Related Person Transactions, which is a written policy and set of procedures for the review and
approval or ratification of transactions involving related persons. Under the policy, related persons consist of directors, director nominees, executive officers, persons or
entities known to us to be the beneficial owner of more than five percent of any outstanding class of the voting securities of old Clifton, or immediate family members or
certain affiliated entities of any of the foregoing persons.
Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or
relationships, in which:



The policy excludes certain transactions, including:



Related person transactions will be approved or ratified by the Audit/Compliance Committee. In determining whether to approve or ratify a related person
transaction, the Audit/Compliance Committee will consider all relevant factors, including:





A member of the Audit/Compliance Committee who has an interest in the transaction will abstain from voting on approval of the transaction, but may, if so
requested by the chair of the Audit/Compliance Committee, participate in some or all of the discussion.
In accordance with banking regulations and its policy, the board of directors reviews all loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of old Cliftons capital and surplus (up
to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the board of directors. Additionally, pursuant to
old Cliftons Code of Ethics and Business Conduct, all executive officers and directors of old Clifton must disclose any existing or potential conflicts of interest to the
Chief Executive Officer of old Clifton. Such potential conflicts of interest include, but are not limited to, the following: (i) old Clifton conducting business with or
competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (ii) the ownership of more
than 5% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with old Clifton.

90
the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;
old Clifton is, will, or may be expected to be a participant; and
any related person has or will have a direct or indirect material interest.

any compensation paid to an executive officer of old Clifton if the Compensation Committee of the board approved (or recommended that the board
approve) such compensation;
any compensation paid to a director of old Clifton if the board or an authorized committee of the board approved such compensation; and

any transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of old Cliftons
business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to old Cliftons
employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).
whether the terms of the proposed transaction are at least as favorable to old Clifton as those that might be achieved with an unaffiliated third party;
the size of the transaction and the amount of consideration payable to the related person;
the nature of the interest of the related person;
whether the transaction may involve a conflict of interest; and
whether the transaction involves the provision of goods and services to old Clifton that are available from unaffiliated third parties.
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Transactions with Related Persons
Loans and Extensions of Credit. The Sarbanes-Oxley Act of 2002 generally prohibits loans by new Clifton to its executive officers and directors. However, the
Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Clifton Savings Bank to its executive officers and directors in compliance with
federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured financial institutions must be
made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to
Clifton Savings Bank and must not involve more than the normal risk of repayment or present other unfavorable features. Clifton Savings Bank is therefore prohibited
from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding
this rule, federal regulations permit Clifton Savings Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit
program generally available to all other employees of Clifton Savings Bank and does not give preference to any executive officer or director over any other employee,
although Clifton Savings Bank does not currently have such a program in place.
At September 30, 2013, all Clifton Savings Bank loans to related persons (as defined under Securities and Exchange Commission rules) were made in the
ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other
persons not related to Clifton Savings Bank and did not involve more than the normal risk of collectability or present other unfavorable features.
Indemnification for Directors and Officers
New Cliftons articles of incorporation provide that new Clifton must indemnify all directors and officers of new Clifton, to the fullest extent required or
permitted under Maryland law, against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in
which they may be involved by reason of their having been a director or officer of new Clifton. Such indemnification may include the advancement of funds to pay for
or reimburse reasonable expenses incurred by an indemnified party. Except insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of new Clifton pursuant to its articles of incorporation or otherwise, new Clifton has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

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Stock Ownership
The following table provides information as of , 2014 about the persons known by us to be the beneficial owners of more than 5% of old Cliftons
outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared
voting or investing power.

The following table provides information as of , 2014 about the shares of old Clifton common stock that may be considered to be beneficially owned
by each director, named executive officer, executive officer and all directors named executive officers and executive officers of old Clifton as a group. A person may be
considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise
indicated, none of the shares listed are pledged as security, and each of the named individuals has sole voting and sole investment power with respect to the number of
shares shown.


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Name and Address
Number of
Shares Owned
Percent
of Common Stock
Outstanding (1)
Clifton MHC
1433 Van Houten Avenue
Clifton, New Jersey 07013
16,791,758 (2)

%

(1) Based on shares of old Cliftons common stock outstanding and entitled to vote as of , 2014.
(2) Acquired in Clifton Savings Banks mutual holding company reorganization, which was completed on March 3, 2004. The members of the board of directors of
old Clifton and Clifton Savings Bank also constitute the board of directors of Clifton MHC.
Name
Number of Shares
Owned (1)
Number of Shares
That May be Acquired
Within 60 Days by
Exercising Options
Percent of
Common
Stock Outstanding (2)
Directors:
Stephen Adzima 34,018 (3)
John A. Celentano, Jr. 306,879 (4) 329,000
Thomas A. Miller 10,936 60,508
John H. Peto 37,952 (5) 74,795
Charles J. Pivirotto 9,630 (6)(7) 44,400
Cynthia Sisco 58,500 (6) 44,400
Joseph C. Smith 91,920 (8) 74,795
Executive Officers Who Are Not Also Directors:
Walter Celuch 50,961 (9) 179,500
Bart DAmbra 58,915 119,600
Stephen A. Hoogerhyde 56,636 119,600
Christine R. Piano 62,449 119,600
Francis Tracy Tripucka
New Chairman, President and Chief Executive Officer:
Paul M. Aguggia
All directors and executive officers as a group (13 persons) 778,796 1,166,198

* Does not exceed 1.0% of old Cliftons voting securities.
(1) Includes shares allocated to the account of individuals under Clifton Savings Banks employee stock ownership plan with respect to which individuals have
voting but not investment power as follows: Mr. Celentano41,540 shares; Mr. Celuch40,481 shares; Mr. DAmbra23,234 shares; Mr. Hoogerhyde
25,145 shares; and Ms. Piano26,378 shares.
(2) Based on shares of old Cliftons common stock outstanding and entitled to vote as of , 2014, plus the number of shares that may be acquired
by each individual (or group of individuals) by exercising options.
(3) Includes 19,956 shares held by Mr. Adzimas spouse as custodian for their children.
(4) Includes 50,000 shares held by Mr. Celentanos spouse and 24,324 shares held in trust for Mr. Celentano under Clifton Savings Banks supplemental executive
retirement plan as to which he has shared voting power.
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(5) Includes 2,500 shares held by Mr. Petos daughter.
(6) Includes shares of unvested restricted stock held in trust as part of old Cliftons 2005 Equity Incentive Plan with respect to which individuals have voting but not
investment power as follows: Mr. Pivirotto3,400 shares; and Ms. Sisco3,400 shares.
(7) Includes 30 shares held by Mr. Pivirottos son and 100 shares held in trust by Mr. Pivirottos spouse as custodian for their son.
(8) Includes 2,000 shares held by Mr. Smiths son.
(9) Includes 325 shares held in trust for Mr. Celuch under Clifton Savings Banks supplemental executive retirement plan as to which he has shared voting power.
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Subscriptions by Executive Officers and Directors
The table below sets forth, for each of our directors and executive officers and for all of the directors and executive officers as a group, the following information:



In each case, it is assumed that shares are sold and the exchange ratio is calculated at the midpoint of the offering range. No individual has entered into a binding
agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. Directors and executive officers and their associates may not
purchase in the aggregate more than 25% of the shares sold in the offering. Like all of our depositors, our directors and officers have subscription rights based on their
deposits. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories. See The Conversion and Offering
Limitations on Purchases of Shares .


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the number of shares of new Clifton common stock to be received in exchange for shares of old Clifton common stock upon consummation of the
conversion and the offering, based upon their beneficial ownership of old Clifton common stock as of , 2014;
the proposed purchases of new Clifton common stock, assuming sufficient shares are available to satisfy their subscriptions; and
the total amount of new Clifton common stock to be held upon consummation of the conversion and the offering.
Name of Beneficial Owner

Number of
Shares Received
in Exchange for
Shares of
Old Clifton (1)

Proposed Purchases of
Stock in the Offering
Total Common Stock
to be Held

Number
of
Shares
Dollar
Amount
Number
of
Shares (1)
Percentage of
Total
Outstanding (2)
Directors:
Stephen Adzima 15,000 $ 150,000
Thomas A. Miller
John H. Peto 1,000 10,000
Charles J. Pivirotto 5,000 50,000
Cynthia Sisco 5,000 50,000
Joseph C. Smith 15,000 150,000
Executive Officers Who Are Not Also Directors:
Bart DAmbra 1,000 10,000
Stephen A. Hoogerhyde 1,000 10,000
Christine R. Piano 1,000 10,000
Francis Tracy Tripucka 10,000 100,000
New Chairman, President and Chief Executive Officer:
Paul M. Aguggia 45,000 450,000
All Directors and Executive Officers as a Group (11 persons) 99,000 990,000

* Less than 1%.
(1) Based on information presented in Stock Ownership. Excludes shares that may be acquired upon the exercise of outstanding stock options.
(2) If shares are sold and the exchange ratio is calculated at the minimum of the offering range, all directors and officers as a group would own % of the
outstanding shares of new Clifton common stock.
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Regulation and Supervision
General
Clifton Savings Bank, as a federal savings association, is currently subject to extensive regulation, examination and supervision by the Office of the Comptroller
of the Currency, as its primary federal regulator, and by the Federal Deposit Insurance Corporation as the insurer of its deposits. Clifton Savings Bank is a member of
the Federal Home Loan Bank System and its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance
Corporation. Clifton Savings Bank must file reports with the Office of the Comptroller of the Currency concerning its activities and financial condition in addition to
obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic
examinations by the Office of the Comptroller of the Currency to evaluate Clifton Savings Banks safety and soundness and compliance with various regulatory
requirements. This regulatory structure is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory
authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the
classification of assets and the establishment of an adequate allowance for loan losses for regulatory purposes. Any change in such policies, whether by the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation or Congress, could have a material adverse impact on new Clifton and Clifton Savings Bank
and their operations.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) made extensive changes to the regulation of Clifton Savings
Bank. Under the Dodd-Frank Act, the Office of Thrift Supervision was eliminated and responsibility for the supervision and regulation of federal savings associations
such as Clifton Savings Bank was transferred to the Office of the Comptroller of the Currency on July 21, 2011. The Office of the Comptroller of the Currency is the
agency that is primarily responsible for the regulation and supervision of national banks. Additionally, the Dodd-Frank Act created a new Consumer Financial Protection
Bureau as an independent bureau of the Federal Reserve Board. The Consumer Financial Protection Bureau assumed responsibility for the implementation of the federal
financial consumer protection and fair lending laws and regulations and has authority to impose new requirements. However, institutions of less than $10 billion in
assets, such as Clifton Savings Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to
the enforcement authority of, their prudential regulators.
Certain of the regulatory requirements that are or will be applicable to Clifton Savings Bank and new Clifton are described below. This description of statutes and
regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Clifton Savings Bank and new Clifton.
Federal Banking Regulation
Business Activities. The activities of federal savings banks, such as Clifton Savings Bank, are governed by federal laws and regulations. Those laws and
regulations delineate the nature and extent of the business activities in which federal savings banks may engage. In particular, certain lending authority for federal
savings banks, e.g., commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institutions capital or assets.
Capital Requirements. The applicable capital regulations require savings associations to meet three minimum capital standards: a 1.5% tangible capital to total
assets ratio, a 4% Tier 1 capital to total assets leverage ratio (3% for institutions receiving the highest rating on the CAMELS examination rating system) and an 8%
risk-based capital ratio. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4%
leverage ratio (3% for institutions receiving the highest rating on the CAMELS system) and, together with the risk-based capital standard itself, a 4% Tier 1 risk-based
capital standard. The regulations also require that, in meeting the tangible, leverage and risk- based capital standards, institutions must generally deduct investments in
and loans to subsidiaries engaged in activities as principal that are not permissible for a national bank.
The risk-based capital standard for savings associations requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and
supplementary capital less certain specified deductions from total capital such as reciprocal holdings of depository institution capital instruments and equity investments)
to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet activities,
recourse obligations, residual interests and direct credit substitutes, are multiplied by a risk-weight factor assigned by the capital regulation based on the risks believed
inherent in the type of asset. Tier 1 (core) capital is generally defined as

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common stockholders equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts
of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital (Tier 2
capital) include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible debt securities, subordinated debt and intermediate preferred
stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45% of unrealized gains on available-for-sale equity
securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.
The Office of the Comptroller of the Currency also has authority to establish individual minimum capital requirements in appropriate cases upon a determination
that an institutions capital level is or may become inadequate in light of the particular risks or circumstances.
Savings and loan holding companies are not currently subject to specific regulatory capital requirements. The Dodd-Frank Act, however, required the Federal
Reserve Board to promulgate consolidated capital requirements for depository institution holding companies, including savings and loan holding companies, that are no
less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. In early July 2013, the Federal Reserve Board
and the Office of the Comptroller of the Currency approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised
standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. Basel III refers to two
consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency
rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements.
The rules include new risk-based capital and leverage ratios, which are effective January 1, 2015, and revise the definition of what constitutes capital for
purposes of calculating those ratios. The new minimum capital level requirements applicable to new Clifton and Clifton Savings Bank will be: (i) a new common equity
Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1
leverage ratio of 4% for all institutions. The rules eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital. Instruments issued
prior to May 19, 2010 will be grandfathered for companies with consolidated assets of $15 billion or less. The rules also establish a capital conservation buffer of
2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum
ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer
requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in
January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level
falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.
Prompt Corrective Regulatory Action. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately
capitalized, regulatory approval is required to accept broker deposits. The Office of the Comptroller of the Currency is required to take certain supervisory actions
against undercapitalized institutions, the severity of which depends upon the institutions degree of undercapitalization. In addition, numerous mandatory supervisory
actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased monitoring by regulators and restrictions on growth,
capital distributions and expansion. The Office of the Comptroller of the Currency could also take any one of a number of discretionary supervisory actions, including
the issuance of a capital directive and the replacement of senior executive officers and directors. Significantly and critically undercapitalized institutions are subject to
additional mandatory and discretionary measures.
Insurance of Deposit Accounts. Clifton Savings Banks deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit
Insurance Corporation. Deposit insurance per account owner is currently $250,000. Under the Federal Deposit Insurance Corporations risk-based assessment system,
insured institutions are assigned a risk category based on supervisory evaluations, regulatory capital levels and certain other factors. An institutions assessment rate
depends upon the category to which it is assigned, and certain adjustments specified by Federal Deposit Insurance Corporation regulations. Institutions deemed less
risky pay lower assessments. The Federal Deposit Insurance Corporation may adjust the scale uniformly, except that no adjustment can deviate more than two basis
points from the base scale without notice and comment. No institution may pay a dividend if in default of the federal deposit insurance assessment.

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The Dodd-Frank Act required the Federal Deposit Insurance Corporation to revise its procedures to base its assessments upon each insured institutions total
assets less tangible equity instead of deposits. The Federal Deposit Insurance Corporation finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to
45 basis points of total assets less tangible equity.
The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an
adverse effect on the operating expenses and results of operations of Clifton Savings Bank. Management cannot predict what insurance assessment rates will be in the
future.
Loans to One Borrower. Federal law provides that savings associations are generally subject to the limits on loans to one borrower applicable to national banks.
Generally, subject to certain exceptions, a savings association may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its
unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if secured by specified readily-marketable collateral.
Qualified Thrift Lender Test. Federal law requires savings associations to meet a qualified thrift lender test. Under the test, a savings association is required to
either qualify as a domestic building and loan association under the Internal Revenue Code or maintain at least 65% of its portfolio assets (total assets less:
(i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain qualified
thrift investments (primarily residential mortgages and related investments, including certain mortgage-backed securities but also including education, credit card and
small business loans) in at least nine months out of each 12-month period.
A savings association that fails the qualified thrift lender test is subject to certain operating restrictions and the Dodd-Frank Act also specifies that failing the
qualified thrift lender test is a violation of law that could result in an enforcement action and dividend limitations. As of September 30, 2013, Clifton Savings Bank
maintained 93.2% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.
Limitation on Capital Distributions. Federal regulations impose limitations upon all capital distributions by a savings association, including cash dividends,
payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and the prior
approval of the Office of the Comptroller of the Currency is required before any capital distribution if the institution does not meet the criteria for expedited treatment
of applications under Office of the Comptroller of the Currency regulations ( i.e. , generally, examination and Community Reinvestment Act ratings in the two top
categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the
institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of
the Comptroller of the Currency. If an application is not required, the institution must still provide 30 days prior written notice to, and receive the non-objection of, the
Federal Reserve Board of the capital distribution if, like Clifton Savings Bank, it is a subsidiary of a holding company, as well as an informational notice filing to the
Office of the Comptroller of the Currency. If Clifton Savings Banks capital ever fell below its regulatory requirements or the Office of the Comptroller of the Currency
notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In addition, the Office of the Comptroller of the
Currency could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the Office of the Comptroller of the
Currency determines that such distribution would constitute an unsafe or unsound practice.
Community Reinvestment Act. All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet
the credit needs of their communities, including low- and moderate-income neighborhoods. An institutions failure to satisfactorily comply with the provisions of the
Community Reinvestment Act could result in denials of regulatory applications. Responsibility for administering the Community Reinvestment Act, unlike other fair
lending laws, is not being transferred to the Consumer Financial Protection Bureau. Clifton Savings Bank received a satisfactory Community Reinvestment Act rating
in its most recently completed examination.
Transactions with Related Parties. Federal law limits Clifton Savings Banks authority to engage in transactions with affiliates ( e.g ., any entity that controls
or is under common control with Clifton Savings Bank, including new Clifton and Clifton MHC and their other subsidiaries). The aggregate amount of covered
transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings association. The aggregate amount of covered transactions with all
affiliates is limited to 20% of the savings associations capital and surplus. Certain transactions with affiliates are required to

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be secured by collateral in an amount and of a type specified by federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with
affiliates must generally be on terms and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions
with non-affiliated companies. In addition, savings associations are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings association may purchase the securities of any affiliate other than a subsidiary.
The Sarbanes-Oxley Act of 2002 generally prohibits loans by new Clifton to its executive officers and directors. However, the law contains a specific exception
for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, Clifton Savings Banks authority to
extend credit to executive officers, directors and 10% shareholders (insiders), as well as entities such persons control, is limited. The laws limit both the individual and
aggregate amount of loans that Clifton Savings Bank may make to insiders based, in part, on Clifton Savings Banks capital level and requires that certain board
approval procedures be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more
than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the
institution and does not give preference to insiders over other employees. Loans to executive officers are subject to additional limitations based on the type of loan
involved.
Enforcement. The Office of the Comptroller of the Currency currently has primary enforcement responsibility over savings associations and has authority to
bring actions against the institution and all institution-affiliated parties, including shareholders, and any attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful actions likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital
directive or cease and desist order to removal of officers and/or directors to institution of receivership, conservatorship or termination of deposit insurance. Civil
penalties cover a wide range of violations and can amount to $25,000 per day, or even $1.0 million per day in especially egregious cases. The Federal Deposit Insurance
Corporation has the authority to recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular savings
association. If action is not taken by the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation has authority to take such action under
certain circumstances. Federal law also establishes criminal penalties for certain violations.
Federal Home Loan Bank System. Clifton Savings Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home
Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Clifton Savings Bank, as a member of the Federal Home
Loan Bank of New York, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank. Clifton Savings Bank was in compliance with this
requirement with an investment in Federal Home Loan Bank stock at September 30, 2013 of $5.6 million.
Federal Reserve System. The Federal Reserve Board regulations require savings associations to maintain non-interest earning reserves against their transaction
accounts (primarily Negotiable Order of Withdrawal (NOW) and regular checking accounts). For 2013, the regulations provided that reserves be maintained against
aggregate transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts up to and including $71.0 million; a 10% reserve ratio is applied
above $71.0 million. The first $11.5 million of otherwise reservable balances (subject to adjustments by the Federal Reserve Board) are exempted from the reserve
requirements. The amounts are adjusted annually and, for 2014, require a 3% ratio for up to $79.5 million and an exemption of $12.4 million. Clifton Savings Bank
complies with the foregoing requirements. In October 2008, the Federal Reserve Board began paying interest on certain reserve balances.
Other Regulations
Clifton Savings Banks operations are also subject to federal laws applicable to credit transactions, such as, but not limited to, the:




98
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine
whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
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The operations of Clifton Savings Bank also are subject to the:





Holding Company Regulation
General. As a savings and loan holding company, old Clifton is, and new Clifton will be, subject to Federal Reserve Board regulations, examinations,
supervision, reporting requirements and regulations regarding its activities. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit
activities that are determined to be a serious risk to Clifton Savings Bank.
Pursuant to federal law and regulations and policy, a savings and loan holding company such as new Clifton may generally engage in the activities permitted for
financial holding companies under Section 4(k) of the Bank Holding Company Act and certain other activities that have been authorized for savings and loan holding
companies by regulation.
Federal law prohibits a savings and loan holding company from, directly or indirectly or through one or more subsidiaries, acquiring more than 5% of the voting
stock of another savings association, or savings and loan holding company thereof, without prior written approval of the Federal Reserve Board or from acquiring or
retaining, with certain exceptions, more than 5% of a non-subsidiary holding company or savings association. A savings and loan holding company is also prohibited
from acquiring more than 5% of a company engaged in activities other than those authorized by federal law or acquiring or retaining control of a depository institution
that is not insured by the Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings associations, the Federal Reserve
Board must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the
insurance funds, the convenience and needs of the community and competitive factors.
The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings
associations in more than one state, except: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (ii) the acquisition of a
savings association in another state if the laws of the state of the target savings association specifically permit such acquisitions. The states vary in the extent to which
they permit interstate savings and loan holding company acquisitions.

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Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; Fair Debt Collection Act, governing the
manner in which consumer debts may be collected by collection agencies;
Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying
with administrative subpoenas of financial records;

Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and
customers rights and liabilities arising from the use of automated teller machines and other electronic banking services;

Check Clearing for the 21
st
Century Act (also known as Check 21), which gives substitute checks, such as digital check images and copies made from
that image, the same legal standing as the original paper check;

Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to
as the USA PATRIOT Act), and the related regulations of the Federal Reserve Board, which require savings associations operating in the United States
to develop new anti-money laundering compliance programs (including a customer identification program that must be incorporated into the AML
compliance program), due diligence policies and controls to ensure the detection and reporting of money laundering; and

The Bank Secrecy Act of 1970, which requires financial institutions in the United States to keep records of cash purchases of negotiable instruments, file
reports of cash purchases of negotiable instruments exceeding a daily amount of $10,000 or more and to report suspicious activity that might signify money
laundering, tax evasion, or other criminal activities.
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Capital Requirements. Savings and loan holding companies historically have not been subject to consolidated regulatory capital requirements. However, in July
2013, the Federal Reserve Board approved a new rule that implements the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The final
rule established consolidated capital requirements for many savings and loan holding companies, including new Clifton. See Regulation and Supervision-Federal
Banking Regulation-Capital Requirements.
Source of Strength. The Dodd-Frank Act also extends the source of strength doctrine to savings and loan holding companies. The regulatory agencies must
promulgate regulations implementing the source of strength policy that holding companies act as a source of strength to their subsidiary depository institutions by
providing capital, liquidity and other support in times of financial stress.
Dividends and Stock Repurchases. The Federal Reserve Board has the power to prohibit dividends by savings and loan holding companies if their actions
constitute unsafe or unsound practices. The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies, which
also applies to savings and loan holding companies and which expresses the Federal Reserve Boards view that a holding company should pay cash dividends only to the
extent that the companys net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the companys
capital needs, asset quality and overall financial condition. The Federal Reserve Board also indicated that it would be inappropriate for a holding company experiencing
serious financial problems to borrow funds to pay dividends. Under the prompt corrective action regulations, the Federal Reserve Board may prohibit a bank holding
company from paying any dividends if the holding companys bank subsidiary is classified as undercapitalized.
Federal Reserve Board policy also provides that a holding company should inform the Federal Reserve Board supervisory staff prior to redeeming or repurchasing
common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would result in a net
reduction, as of the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or
repurchase occurred.
Acquisition of New Clifton. Under the Federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a
company), or group acting in concert, seeks to acquire direct or indirect control of a savings and loan holding company or savings association. Under certain
circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the outstanding voting stock of the company or
institution, unless the Federal Reserve Board has found that the acquisition will not result in a change of control. Under the Change in Control Act, the Federal Reserve
Board generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the
acquirer and the anti-trust effects of the acquisition. Any company that acquires control would then be subject to regulation as a savings and loan holding company.
Federal Securities Laws
Old Cliftons common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. As a result, old Clifton files
quarterly and annual reports with the Securities and Exchange Commission and is subject to the information, proxy solicitation, insider trading restrictions and other
requirements under the Securities Exchange Act. Upon completion of the conversion and offering, new Clifton common stock will be registered with the Securities and
Exchange Commission under the Securities Exchange Act. As a result, new Clifton will be required to file quarterly and annual reports with the Securities and Exchange
Commission and will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act.
Federal and State Taxation
Federal Income Taxation
General. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules
applicable to us. We report our income on a calendar year basis using the accrual method of accounting. The federal income tax laws apply to us in the same manner as
to other corporations with some exceptions, including particularly our reserve for bad debts discussed below. Our federal income tax returns have been either audited or
closed under the statute of limitations through tax year 2008. For its 2013 fiscal year, Clifton Savings Banks maximum federal income tax rate was 35%.

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Bad Debt Reserves. For fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the
Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt
reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under
the percentage of taxable income method or the experience method. Clifton Savings Banks reserve for nonqualifying loans was computed using the experience method.
Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after
1995 and required savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. Approximately $6.4 million of our
accumulated bad debt reserves would not be recaptured into taxable income unless Clifton Savings Bank makes a non-dividend distribution to new Clifton as
described below.
Distributions. If Clifton Savings Bank makes non-dividend distributions to new Clifton, the distributions will be considered to have been made from Clifton
Savings Banks unrecaptured tax bad debt reserves, including the balance of its reserves as of December 31, 1987, to the extent of the non-dividend distributions, and
then from Clifton Savings Banks supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more
than the amount of those reserves, will be included in Clifton Savings Banks taxable income. Non-dividend distributions include distributions in excess of Clifton
Savings current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock, and distributions in partial or
complete liquidation. Dividends paid out of Clifton Savings Banks current or accumulated earnings and profits will not be included in Clifton Savings Banks taxable
income.
The amount of additional taxable income triggered by a non-dividend distribution is an amount that, when reduced by the tax attributable to the income, is equal
to the amount of the distribution. Therefore, if Clifton Savings Bank makes a non-dividend distribution to new Clifton, approximately one and one-half times the amount
of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34% federal corporate income
tax rate. Clifton Savings Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.
State Taxation
New Jersey Taxation. Clifton Savings, old Clifton and Clifton MHC are subject to New Jerseys Corporation Business Tax at the rate of 9% on their taxable
income, before net operating loss deductions and special deductions for federal income tax purposes. For this purpose, taxable income generally means federal taxable
income subject to certain adjustments (including addition of interest income on state and municipal obligations). Botany Inc. is eligible to be taxed as a New Jersey
Investment Company at a rate of 3.6%.
The Conversion and Offering
This conversion is being conducted pursuant to a plan of conversion approved by the boards of directors of Clifton MHC, old Clifton and Clifton
Savings Bank. The Federal Reserve Board has conditionally approved the application that includes the plan of conversion; however, such approval does not
constitute a recommendation or endorsement of the plan of conversion by such agency.
General
On November 20, 2013, the boards of directors of Clifton MHC, old Clifton and Clifton Savings Bank unanimously adopted an amended and restated plan of
conversion (which is referred to as the plan of conversion), which amended and restated in its entirety the plan of conversion approved by the boards of directors of
Clifton MHC, old Clifton and Clifton Savings Bank on November 8, 2010. The second-step conversion that we are now undertaking involves a series of transactions by
which we will convert our organization from the partially public mutual holding company form to the fully public stock holding company structure. Under the plan of
conversion, Clifton Savings Bank will convert from the mutual holding company form of organization to the stock holding company form of organization and become a
wholly owned subsidiary of new Clifton, a newly formed Maryland corporation. Current shareholders of old Clifton, other than Clifton MHC, will receive shares of new
Clifton common stock in exchange for their shares of old Clifton common stock. Following the conversion and offering, old Clifton and Clifton MHC will no longer
exist.

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The conversion to a stock holding company structure also includes the offering by new Clifton of its common stock to eligible depositors and certain borrowers of
Clifton Savings Bank in a subscription offering and to members of the general public through a community offering. We also may offer for sale shares of common stock
not purchased in the subscription or community offerings through a syndicated offering or firm commitment underwritten offering to be sole book managed by Sandler
ONeill & Partners, L.P. See Syndicated Offering or Firm Commitment Underwritten Offering herein. The amount of capital being raised in the offering is based on
an independent appraisal of new Clifton. Most of the terms of the offering are required by the regulations of the Federal Reserve Board.
Consummation of the conversion and offering requires the approval of the Federal Reserve Board. In addition, pursuant to Federal Reserve Board regulations,
consummation of the conversion and offering is conditioned upon the approval of the plan of conversion by (1) at least a majority of the total number of votes eligible to
be cast by members of Clifton MHC, (2) the holders of at least two-thirds of the shares of old Clifton common stock eligible to vote, including shares held by Clifton
MHC, and (3) the holders of at least a majority of the outstanding shares of common stock of old Clifton, excluding shares held by Clifton MHC.
The Federal Reserve Board approved the application that includes our plan of conversion, subject to, among other things, approval of the plan of conversion by
Clifton MHCs members and old Cliftons shareholders. Meetings of Clifton MHCs members and old Cliftons shareholders have been called for this purpose and will
be held on , 2014.
Funds received before completion of the offering will be maintained in a segregated account at Clifton Savings Bank until completion or termination of the
offering. If we fail to receive the necessary shareholder or member approval, or if we cancel the conversion and offering for any reason, orders for common stock
already submitted will be canceled, subscribers funds will be returned promptly with interest calculated at Clifton Savings Banks passbook savings rate and all deposit
account withdrawal authorizations will be canceled. We will not make any deduction from the returned funds for the costs of the offering.
The following is a brief summary of the pertinent aspects of the conversion and offering. A copy of the plan of conversion is available from Clifton Savings Bank
upon request and is available for inspection at the offices of Clifton Savings Bank and at the Federal Reserve Board. The plan of conversion is also filed as an exhibit to
the registration statement, of which this prospectus forms a part, that new Clifton has filed with the Securities and Exchange Commission. See Where You Can Find
More Information .
Reasons for the Conversion and Offering
After considering the advantages and disadvantages of the conversion and offering, the boards of directors of Clifton MHC, old Clifton and Clifton Savings Bank
unanimously approved the conversion and offering as being in the best interests of old Clifton and Clifton Savings Bank and their respective shareholders and
customers. The boards of directors concluded that the conversion and offering provides a number of advantages that will be important to our future growth and
performance and that outweigh the disadvantages of the conversion and offering.
Our primary reasons for the conversion and offering are the following:



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Eliminate the uncertainties associated with the mutual holding company structure under financial reform legislation. Under the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or Dodd-Frank Act, the Federal Reserve Board became the federal regulator of all savings and loan holding
companies and mutual holding companies, which has resulted in changes in regulations applicable to Clifton MHC and old Clifton. Among other things,
these changes have adversely affected our ability to pay cash dividends to our stockholders, including the ability of Clifton MHC to waive any dividends
declared by old Clifton. The conversion will eliminate our mutual holding company structure and will enable us to pay dividends to our stockholders,
subject to the customary legal, regulatory and financial considerations applicable to all financial institutions. See Our Dividend Policy . It also will
eliminate the risk that the Federal Reserve Board will amend existing regulations applicable to the conversion process in a manner disadvantageous to our
public stockholders or depositors.

Transition us to a more familiar and flexible organizational structure. The stock holding company structure is a more familiar form of organization,
which we believe will make our common stock more appealing to investors. The stock holding company structure will also give us greater flexibility to
access the capital markets through possible future equity and debt offerings, although we have no current plans or arrangements for any such offerings.
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The disadvantage of the conversion and offering considered by boards of directors is the fact that operating in the stock holding company form of organization
could subject Clifton Savings Bank to contests for corporate control. The boards of directors determined that the advantages of the conversion and offering outweighed
this disadvantage.
Description of the Conversion
New Clifton has been incorporated under Maryland law as a first-tier wholly owned subsidiary of old Clifton. To effect the conversion, the following will occur:


As a result of the series of mergers described above, Clifton Savings Bank will become a wholly owned subsidiary of new Clifton and the outstanding shares of
old Clifton common stock held by persons other than Clifton MHC (i.e., public shareholders) will be converted into a number of shares of new Clifton common stock
that will result in the holders of such shares owning in the aggregate approximately the same percentage of new Clifton common stock to be outstanding upon the
completion of the conversion and offering ( i.e. , the common stock issued in the offering plus the shares issued in exchange for shares of old Clifton common stock) as
the percentage of old Clifton common stock owned by them in the aggregate immediately before consummation of the conversion and offering, as adjusted to reflect the
assets of Clifton MHC, and before giving effect to (1) the payment of cash in lieu of issuing fractional exchange shares, and (2) any shares of common stock purchased
by public shareholders in the offering.
Share Exchange Ratio for Current Shareholders
Federal Reserve Board regulations provide that in a conversion from mutual holding company to stock holding company form, the public shareholders will be
entitled to exchange their shares for common stock of the stock holding company, provided that the mutual holding company demonstrates to the satisfaction of the
Federal Reserve Board that the basis for the exchange is fair and reasonable. Under the plan of conversion, each publicly held share of old Clifton common stock will,
on the effective date of the conversion and offering, be converted automatically into and become the right to receive a number of new shares of new Clifton common
stock. The number of new shares of common stock will be determined pursuant to an exchange ratio that ensures that the public shareholders of old Clifton common
stock will own approximately the same percentage of common stock in new Clifton after the conversion and offering as they held in old Clifton immediately before the
conversion and offering, as adjusted to reflect the assets of Clifton MHC, and before giving effect to (1) the payment of cash in lieu of fractional shares and (2) their
purchase of additional shares in the offering. At , 2014, there were shares of old Clifton common stock outstanding, of which were held by
persons other than Clifton MHC. The exchange ratio is not dependent on the market value of old Clifton common stock. It will be calculated based on the percentage of
old Clifton common stock held by the public, the appraisal of old Clifton prepared by RP Financial and the number of shares sold in the offering.

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Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition
transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for,
mergers and acquisitions of other financial institutions as opportunities arise. The additional capital raised in the offering also will enable us to consider
larger merger transactions. In addition, although we intend to remain an independent financial institution, the stock holding company structure may make
us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit the acquisition of new Clifton for three years following
completion of the conversion.

Improve the liquidity of our shares of common stock. The larger number of shares that will be outstanding after completion of the conversion and offering
is expected to result in a more liquid and active market for new Clifton common stock. A more liquid and active market will make it easier for our
stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies.
Clifton MHC will convert to stock form and simultaneously merge with and into old Clifton, with old Clifton as the surviving entity; and
Old Clifton will merge with and into new Clifton, with new Clifton as the surviving entity.
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The following table shows how the exchange ratio will adjust, based on the number of shares sold in the offering. The table also shows how many shares an
owner of 100 shares of old Clifton common stock would receive in the exchange, based on the number of shares sold in the offering.

Outstanding options to purchase shares of old Clifton common stock will be converted into and become options to purchase new Clifton common stock. The
number of shares of common stock to be received upon exercise of these options and the related exercise price will be adjusted for the exchange ratio. The aggregate
exercise price, duration and vesting schedule of these options will not be affected. At September 30, 2013, there were 1,376,823 outstanding options to purchase old
Clifton common stock, of which 1,310,873 were exercisable.
How We Determined the Offering Range and the $10.00 Purchase Price
Federal regulations require that the aggregate purchase price of the securities sold in connection with the offering be based upon our estimated pro forma market
value after the conversion (i.e., taking into account the expected receipt of proceeds from the sale of securities in the offering), as determined by an appraisal by an
independent person experienced and expert in corporate appraisal. We have retained RP Financial, which is experienced in the evaluation and appraisal of business
entities, to prepare the appraisal. RP Financial will receive fees totaling $100,000 for its appraisal report, plus $10,000 for each appraisal update (of which there will be
at least one) and reimbursement of reasonable out-of-pocket expenses. We have agreed to indemnify RP Financial under certain circumstances against liabilities and
expenses, including legal fees, arising out of, related to, or based upon the offering. RP Financial has not received any other compensation from us in the past three
years.
RP Financial prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, RP Financial undertook substantial investigations to
learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and
liabilities, and other financial schedules. In addition to this information, RP Financial reviewed our conversion application as filed with the Federal Reserve Board and
our registration statement as filed with the Securities and Exchange Commission. Furthermore, RP Financial visited our facilities and had discussions with our
management. RP Financial did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on
RP Financial in connection with its appraisal.
In connection with its appraisal, RP Financial reviewed the following factors, among others:








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Shares to be Sold in the
Offering
Shares to be Exchanged for
Existing Shares of
Old Clifton
Total Shares of
Common
Stock to be
Outstanding
Exchange
Ratio

Equivalent
Per Share
Value (1)

Shares to be
Received for
100 Existing
Shares (2) Amount Percent Amount Percent
Minimum 15,725,000 64.6 % 8,602,042 35.4 % 24,327,042 0.9097 $ 9.10 90
Midpoint 18,500,000 64.6 10,120,050 35.4 28,620,050 1.0702 10.70 107
Maximum 21,275,000 64.6 11,638,057 35.4 32,913,057 1.2307 12.31 123

(1) Represents the value of shares of new Clifton common stock received in the conversion by a holder of one share of old Clifton common stock at the exchange
ratio, assuming a market price of $10.00 per share.
(2) Cash will be paid instead of issuing any fractional shares. No fractional shares of new Clifton common stock will be issued in the conversion and offering. For
each fractional share that would otherwise be issued, we will pay cash in an amount equal to the product obtained by multiplying the fractional share interest to
which the holder would otherwise be entitled by the $10.00 per share offering price.
the economic make-up of our primary market area;

our financial performance and condition in relation to publicly traded, fully converted financial institution holding companies that RP Financial deemed
comparable to us;
the specific terms of the offering of our common stock;
the pro forma impact of the additional capital raised in the offering;
our proposed dividend policy;
conditions of securities markets in general; and
the market for thrift institution common stock in particular.
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RP Financials independent valuation also utilized certain assumptions as to the pro forma earnings of new Clifton after the offering. These assumptions included
estimated expenses, an assumed after-tax rate of return on the net offering proceeds, and expenses related to the stock-based benefit plans of new Clifton, including the
employee stock ownership plan and the new equity incentive plan. The employee stock ownership plan and new equity incentive plan are assumed to purchase 6.0% and
14.0%, respectively, of the shares of new Clifton common stock sold in the offering. The new equity incentive plan is assumed to grant options to purchase the
equivalent of 10.0% of the shares of new Clifton common stock sold in the offering. See Pro Forma Data for additional information concerning these assumptions.
The use of different assumptions may yield different results.
Consistent with Federal Reserve Board appraisal guidelines, RP Financial applied three primary methodologies to estimate the pro forma market value of our
common stock: the pro forma price-to-book value approach applied to both reported book value and tangible book value; the pro forma price-to-earnings approach
applied to reported and estimated core earnings; and the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based upon
the current market valuations of a peer group of companies considered by RP Financial to be comparable to us, subject to valuation adjustments applied by RP Financial
to account for differences between old Clifton and the peer group. The peer group is comprised of publicly-traded financial institution holding companies all selected
based on asset size, capitalization, profitability and asset quality. In preparing its appraisal, RP Financial placed emphasis on the price-to-earnings and the price-to-book
approaches, although it also considered the price-to-assets approach as required by Federal Reserve Board regulations. The peer group consisted of ten publicly traded,
fully converted, financial institution holding companies based in the eastern half of the United States.
RP Financial prepared a valuation dated November 15, 2013. RP Financial has advised us that the estimated pro forma market value, or valuation range, of our
common stock, including shares sold in the offering and exchange shares, ranged from a minimum of $243.3 million to a maximum of $329.1 million, with a midpoint
of $309.6 million. The aggregate offering price of the shares of common stock will be equal to the valuation range multiplied by 64.6, which reflects the 64.0%
ownership interest that Clifton MHC has in old Clifton, as adjusted to reflect Clifton MHCs assets. The number of shares offered will be equal to the aggregate offering
price divided by the price per share. Based on the valuation range, the percentage of old Clifton common stock owned by Clifton MHC and the $10.00 price per share,
the minimum of the offering range is 15,725,000 shares, the midpoint of the offering range is 18,500,000 shares and the maximum of the offering range is 21,275,000
shares. RP Financial will update its independent valuation before we complete our offering.
The following table presents a summary of selected pricing ratios for new Clifton based on financial data as of or for the twelve months ended September 30,
2013 and for the peer group companies as of and for the twelve months ended September 30, 2013 or the most recent date for which information is publicly available,
and stock prices as of November 15, 2013, as reflected in the appraisal report.

Compared to the average pricing ratios of the peer group, at the midpoint of the offering range our common stock would be priced at a discount of 19.2% to the
peer group on a price-to-book basis, a discount of 21.9% to the peer group on a price-to-tangible book basis, a premium of 60.3% on a price-to-earnings basis and a
premium of 68.3% on a price-to-core earnings basis. This means that, at the midpoint of the offering range, a share of our common stock would be less expensive than
the peer group on a book value and tangible book value basis and more expensive on a price-to-earnings and price-to-core earnings basis.
Our board of directors reviewed RP Financials appraisal report, including the methodology and the assumptions used by RP Financial, and determined that the
offering range was reasonable and adequate. Our board of directors has decided to offer the shares for a price of $10.00 per share. The purchase price of $10.00 per share
was determined by us, taking into account, among other factors, the market price of our stock before adoption of the plan of conversion, the requirement under

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Price to
Earnings Multiple
Price to Core
Earnings Multiple
Price to Book

Value Ratio
Price to Tangible

Book Value Ratio
New Clifton (pro forma):
Minimum 42.07x 44.68x 73.15 % 73.15 %
Midpoint 50.17x 53.33x 80.13 % 80.13 %
Maximum 58.50x 62.24x 86.21 % 86.21 %
Peer group companies as of November 15, 2013:
Average 31.30x 31.68x 99.17 % 102.55 %
Median 25.89x 32.45x 100.73 % 101.94 %
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Federal Reserve Board regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock, and desired liquidity in the
common stock after the offering. Our board of directors also established the formula for determining the exchange ratio. Based upon such formula and the offering
range, the exchange ratio ranged from a minimum of 0.9097 to a maximum of 1.2307 shares of new Clifton common stock for each current share of old Clifton common
stock, with a midpoint of 1.0702 shares. Based upon this exchange ratio, we expect to issue between 8,602,042 and 11,638,057 shares of new Clifton common stock to
the holders of old Clifton common stock outstanding immediately before the completion of the conversion and offering.
Our board of directors considered the appraisal when recommending that shareholders of old Clifton and members of Clifton MHC approve the plan of
conversion. However, our board of directors makes no recommendation of any kind as to the advisability of purchasing shares of common stock.
Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible for us to determine the exact number of shares
that we will issue at this time. The offering range may be amended, with the approval of the Federal Reserve Board, if necessitated by developments following the date
of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.
If, upon expiration of the offering, at least the minimum number of shares are subscribed for, RP Financial, after taking into account factors similar to those
involved in its prior appraisal, will determine its estimate of our pro forma market value.
No shares will be sold unless RP Financial confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it
to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that
statement, a new offering range may be set, in which case all funds would be promptly returned and all deposit account withdrawal authorizations will be canceled and
all subscribers would be given the opportunity to place a new order. If the offering is terminated, all subscriptions will be canceled and subscription funds will be
returned promptly with interest calculated at Clifton Savings Banks passbook savings rate, and all deposit account withdrawal authorizations will be canceled. If RP
Financial establishes a new valuation range, it must be approved by the Federal Reserve Board.
In formulating its appraisal, RP Financial relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. RP Financial also
considered financial and other information from regulatory agencies, other financial institutions, and other public sources, as appropriate. While RP Financial believes
this information to be reliable, RP Financial does not guarantee the accuracy or completeness of the information and did not independently verify the financial
statements and other data provided by us or independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a
recommendation of any kind as to the advisability of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that
change periodically, there is no assurance that purchasers of shares in the offering will be able to sell shares after the offering at prices at or above the
purchase price.
Copies of the appraisal report of RP Financial, including any amendments to the report, and the detailed memorandum of the appraiser setting forth the method
and assumptions for such appraisal, are available for inspection at our main office and the other locations specified under Where You Can Find More Information.
Subscription Offering and Subscription Rights
Under the plan of conversion, we have granted rights to subscribe for our common stock to the following persons in the following order of priority:





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1. Persons with deposits in Clifton Savings Bank with balances of $50 or more (qualifying deposits) as of the close of business on September 30, 2012
(eligible account holders).
2. Our employee stock ownership plan.

3. Persons with qualifying deposits in Clifton Savings Bank as of the close of business on December 31, 2013 who are not eligible account holders, excluding
our officers, directors and their associates (supplemental eligible account holders).

4. Clifton Savings Banks depositors as of the close of business on who are not in categories 1 or 3 above and borrowers as of March 3, 2004 whose
loans continue to be outstanding at (other members).
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The amount of common stock that any person may purchase will depend on the availability of the common stock after satisfaction of all subscriptions having
prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of conversion. See Limitations on Purchases of
Shares . All persons on a joint deposit account will be counted as a single subscriber to determine the maximum amount that may be subscribed for by an individual in
the offering.
Priority 1: Eligible Account Holders. Subject to the purchase limitations as described below under Limitations on Purchases of Shares, each eligible
account holder has the right to subscribe for up to the greater of:



If there are insufficient shares to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each subscribing eligible account
holder, if possible, to purchase a number of shares sufficient to make the persons total allocation equal 100 shares or the number of shares actually subscribed for,
whichever is less. After that, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the
proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible account holders whose subscriptions
remain unfilled. Subscription rights of eligible account holders who are also executive officers or directors of old Clifton or Clifton Savings Bank or their associates will
be subordinated to the subscription rights of other eligible account holders to the extent attributable to increased deposits in Clifton Savings Bank in the one year period
preceding September 30, 2012.
To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts at Clifton Savings Bank in which
such eligible account holder had an ownership interest at September 30, 2012. Failure to list an account, or providing incomplete or incorrect information, could result in
the loss of all or part of a subscribers stock allocation.
Priority 2: Tax-Qualified Employee Benefit Plans. Our tax-qualified employee benefit plans (other than our 401(k) plan) have the right to purchase up to 10% of
the shares of common stock issued in the offering. As a tax-qualified employee benefit plan, our employee stock ownership plan intends to purchase 6.0% of the shares
sold in the offering. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the
offering, including subscriptions by our officers and directors, for the purpose of applying the purchase limitations in the plan of conversion. If we receive orders in the
subscription offering for more shares of common stock than the maximum of the offering range, the employee stock ownership plans subscription order will not be
filled. If the plans subscription is not filled in its entirety due to oversubscription or by choice, the employee stock ownership plan may purchase shares after the
offering in the open market or directly from us, with the approval of the Federal Reserve Board.
Priority 3: Supplemental Eligible Account Holders. Subject to the purchase limitations as described below under Limitations on Purchases of Shares, each
supplemental eligible account holder has the right to subscribe for up to the greater of:



If eligible account holders and the employee stock ownership plan subscribe for all of the shares being sold, no shares will be available for supplemental eligible
account holders. If shares are available for supplemental eligible account holders but there are insufficient shares to satisfy all subscriptions by supplemental eligible
account holders, shares first will be

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100,000 shares of common stock; or
one-tenth of 1% of the total offering of common stock; or

15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction
of which the numerator is the amount of qualifying deposits of the eligible account holder and the denominator is the total amount of qualifying deposits of
all eligible account holders. The balance of qualifying deposits of all eligible account holders was $ million.
100,000 shares of common stock; or
one-tenth of 1% of the total offering of common stock; or

15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction
of which the numerator is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of
qualifying deposits of all supplemental eligible account holders. The balance of qualifying deposits of all supplemental eligible account holders was $
million.
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allocated so as to permit each subscribing supplemental eligible account holder, if possible, to purchase a number of shares sufficient to make the persons total
allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining
subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to
the total qualifying deposits of all remaining supplemental eligible account holders whose subscriptions remain unfilled.
To ensure a proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all deposit accounts at Clifton Savings
Bank in which such eligible account holder had an ownership interest at December 31, 2013. Failure to list an account, or providing incomplete or incorrect information,
could result in the loss of all or part of a subscribers stock allocation.
Priority 4: Other Members. Subject to the purchase limitations as described below under Limitations on Purchases of Shares, each other member has the
right to purchase up to the greater of (i) 100,000 shares of common stock or (ii) one-tenth of 1% of the total offering of common stock. If eligible account holders, the
employee stock ownership plan and supplemental eligible account holders subscribe for all of the shares being sold, no shares will be available for other members. If
shares are available for other members but there are not sufficient shares to satisfy all subscriptions by other members, shares first will be allocated so as to permit each
subscribing other member, if possible, to purchase a number of shares sufficient to make the persons total allocation equal 100 shares or the number of shares actually
subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing other members whose subscriptions remain unfilled in
the proportion that each other members subscription bears to the total subscriptions of all such subscribing other members whose subscriptions remain unfilled.
To ensure a proper allocation of stock, each other member must list on his or her stock order form all deposit accounts at and loans from Clifton Savings Bank in
which such other member had an ownership interest at , 2014. Failure to list an account or providing incomplete or incorrect information could result in the
loss of all or part of a subscribers stock allocation.
Expiration Date for the Subscription Offering. The subscription offering, and all subscription rights under the plan of conversion, will terminate at : p.m.,
Eastern time, on [DATE1] , 2014. We will not accept orders for common stock in the subscription offering received after that time. We will make reasonable
attempts to provide a prospectus and related offering materials to holders of subscription rights; however, all subscription rights will expire on the expiration date
whether or not we have been able to locate each person entitled to subscription rights.
If the sale of the common stock is not completed by [DATE2] , 2014 and regulatory approval of an extension has not been granted, all funds received will be
returned promptly in full with interest calculated at Clifton Savings Banks passbook savings rate and without deduction of any fees and all deposit account withdrawal
authorizations will be canceled. If we receive approval of the Federal Reserve Board to extend the time for completing the offering, we will notify all subscribers of the
duration of the extension, and subscribers will have the right to confirm, change or cancel their purchase orders. If we do not receive a response from a subscriber to any
resolicitation, the subscribers order will be rescinded and all funds received will be returned promptly with interest calculated at Clifton Savings Banks passbook
savings rate and deposit account withdrawal authorizations will be canceled. No single extension can exceed 90 days. The offering must be completed no later than 24
months after Clifton MHCs members approve the plan of conversion.
Persons in Non-Qualified States. We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to
subscribe for stock under the plan of conversion reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign
country or who resides in a state of the United States in which (1) only a small number of persons otherwise eligible to subscribe for shares of common stock reside;
(2) the granting of subscription rights or the offer or sale of shares to such person would require that we or our officers or directors register as a broker, dealer, salesman
or selling agent under the securities laws of the state, or register or otherwise qualify the subscription rights or common stock for sale or qualify as a foreign corporation
or file a consent to service of process; or (3) we determine that compliance with that states securities laws would be impracticable or unduly burdensome for reasons of
cost or otherwise.
Restrictions on Transfer of Subscription Rights and Shares. Subscription rights are nontransferable. You may not transfer, or enter into any agreement or
understanding to transfer, the legal or beneficial ownership of your subscription rights issued under the plan of conversion or the shares of common stock to be issued
upon exercise of your subscription rights. Your subscription rights may be exercised only by you and only for your own account. When registering your stock

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purchase on the order form, you should not add the name(s) of persons who have no subscription rights or who qualify in a lower purchase priority than you do. Doing
so may jeopardize your subscription rights. If you exercise your subscription rights, you will be required to certify on the order form that you are purchasing shares
solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person
from offering, or making an announcement of an offer or intent to make an offer, to purchase such subscription rights or a subscribers shares of common stock before
the completion of the offering.
If you sell or otherwise transfer your rights to subscribe for common stock in the subscription offering or subscribe for common stock on behalf of another person,
you may forfeit those rights and face possible further sanctions and penalties imposed by the Federal Reserve Board or another agency of the U.S. Government. Illegal
transfers of subscription rights, including agreements made before completion of the offering to transfer shares after the offering, have been subject to enforcement
actions by the Securities and Exchange Commission as violations of Rule 10b-5 of the Securities Exchange Act of 1934.
We intend to report to the Federal Reserve Board and the Securities and Exchange Commission anyone who we believe sells or gives away their
subscription rights. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will
not honor orders that we believe involve the transfer of subscription rights.
Community Offering
To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, we will offer shares to the
general public in a community offering. In the community offering, preference will be given first to natural persons and trusts of natural persons who are residents of
Bergen, Passaic, Essex, Morris, Hudson and Union Counties, New Jersey (community residents), second to shareholders of old Clifton as of , 2014 and
finally to members of the general public.
We will consider a person to be resident of a particular county if he or she occupies a dwelling in the county, has the intent to remain for a period of time, and
manifests the genuineness of that intent by establishing an ongoing physical presence together with an indication that such presence is something other than merely
transitory in nature. We may utilize deposit or loan records or other evidence provided to us to make a determination as to a persons resident status. In all cases, the
determination of residence status will be made by us in our sole discretion.
Subject to the purchase limitations as described below under Limitations on Purchases of Shares, purchasers in the community offering are eligible to
purchase up to 100,000 shares of common stock. If shares are available for community residents in the community offering but there are insufficient shares to satisfy all
of their orders, the available shares will be allocated first to each community resident whose order we accept in an amount equal to the lesser of 100 shares or the
number of shares ordered by each such subscriber, if possible. After that, unallocated shares will be allocated among the remaining community residents whose orders
remain unsatisfied on an equal number of shares per order basis until all available shares have been allocated. If, after filling the orders of community residents in the
community offering, shares are available for shareholders of old Clifton in the community offering but there are insufficient shares to satisfy all orders, shares will be
allocated in the same manner as for community residents. The same allocation method would apply if oversubscription occurred among the general public.
The community offering may terminate at the same time as the subscription offering, although it may continue without notice to you until [DATE2] , 2014, or
longer if the Federal Reserve Board approves a later date. No single extension may exceed 90 days. If we receive regulatory approval for an extension beyond
[DATE2] , 2014, all subscribers will be notified of the duration of the extension, and will have the right to confirm, change or cancel their orders. If we do not receive a
response from a subscriber to any resolicitation, the subscribers order will be rescinded and all funds received will be promptly returned with interest calculated at
Clifton Savings Banks passbook savings rate.
The opportunity to subscribe for shares of common stock in the community offering is subject to our right to reject orders, in whole or part, either at the
time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to
cancel the remainder of your order.

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Syndicated Offering or Firm Commitment Underwritten Offering
If feasible, our board of directors may decide to offer for sale shares of common stock not subscribed for or purchased in the subscription and community
offerings in a syndicated offering or firm commitment underwritten offering, subject to such terms, conditions and procedures as we may determine, in a manner that
will achieve a wide distribution of our shares of common stock.
If a syndicated offering or firm commitment underwritten offering is held, Sandler ONeill & Partners, L.P. will serve as sole book-running manager. The shares
of common stock will be sold at the same price per share ($10.00 per share) that the shares are sold in the subscription offering and the community offering.
In the event of a syndicated offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the
subscription and community offerings (the use of order forms and the submission of funds directly to new Clifton for the payment of the purchase price of the shares
ordered) except that payment must be in immediately available funds (bank checks, money orders, deposit account withdrawals from accounts at Clifton Savings Bank
or wire transfers). See Procedure for Purchasing Shares in Subscription and Community Offerings.
In the event of a firm commitment underwritten offering, the proposed underwriting agreement will not be entered into with Sandler ONeill & Partners, L.P. and
new Clifton, Clifton Savings Bank, old Clifton and Clifton MHC until immediately prior to the completion of the firm commitment underwritten offering. Pursuant to
the terms of the underwriting agreement, and subject to certain customary provisions and conditions to closing, upon execution of the underwriting agreement, Sandler
ONeill & Partners, L.P. and any other underwriters will be obligated to purchase all the shares subject to the firm commitment underwritten offering.
If for any reason we cannot affect a syndicated offering or firm commitment underwritten offering of shares of common stock not purchased in the subscription
and community offerings, we will try to make other arrangements for the sale of unsubscribed shares, if possible. The Federal Reserve Board and the Financial Industry
Regulatory Authority must approve any such arrangements.
Limitations on Purchases of Shares
In addition to the purchase limitations described above under Subscription Offering and Subscription Rights, Community Offering and Syndicated
Offering Firm Commitment Underwritten Offering, the plan of conversion provides for the following purchase limitations:





We may, in our sole discretion, subject to the Federal Reserve Boards approval, increase the individual and/or aggregate purchase limitations to up to 5% of the
shares of common stock sold in the offering. We do not intend to increase

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Except for our employee stock ownership plan, no individual (or individuals exercising subscription rights through a single qualifying deposit account held
jointly) may purchase more than 100,000 shares of common stock in all categories of the stock offering combined, subject to increase as described below.

Except for our employee stock ownership plan, no individual together with any associates and no group of persons acting in concert may purchase more
than 200,000 shares of common stock in all categories of the stock offering combined, subject to increase as described below.
Each subscriber must subscribe for a minimum of 25 shares.
Our directors and executive officers, together with their associates, may purchase in the aggregate up to 25% of the common stock sold in the offering.

The maximum number of shares of new Clifton common stock that may be subscribed for or purchased in all categories of the stock offering combined by
any person, together with associates of, or persons acting in concert with, such person, when combined with any shares of new Clifton common stock to be
received in exchange for shares of old Clifton common stock, may not exceed 9.9% of the total shares of new Clifton common stock outstanding upon
completion of the conversion and offering. However, existing shareholders of old Clifton will not be required to sell any shares of old Clifton common
stock or be limited from receiving any shares of new Clifton common stock in exchange for their shares of old Clifton common stock or have to divest
themselves of any shares of new Clifton common stock received in exchange for their shares of old Clifton common stock as a result of this limitation.
However, you will be required to obtain the approval or non-objection of the Federal Reserve Board prior to acquiring 10% or more of new Cliftons
common stock.
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the maximum purchase limitation unless market conditions warrant. If we decide to increase the purchase limitations, persons who subscribed in the subscription
offering for the maximum number of shares of common stock will be permitted to increase their subscriptions accordingly, subject to the rights and preferences of any
person who has priority subscription rights. We, in our discretion, also may give persons who subscribed in the community offering for the maximum number of shares
of common stock and other large subscribers the right to increase their subscriptions.
If we increase the maximum purchase limitation to 5% of the shares of common stock sold in the offering, we may further increase the maximum purchase
limitation to 9.99%, provided that orders for common stock exceeding 5% of the shares of common stock sold in the offering may not exceed in the aggregate 10% of
the total shares of common stock sold in the offering.
Our tax-qualified employee benefit plans, including our employee stock ownership plan, are authorized to purchase up to 10.0% of the shares sold in the offering,
without regard to these purchase limitations.
The plan of conversion defines acting in concert to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common
goal whether or not pursuant to an express agreement or understanding; or a combination or pooling of voting or other interests in the securities of an issuer for a
common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person who acts in concert
with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons
are acting in concert based upon, among other things, joint account relationships and the fact that persons reside at the same address or may have filed joint Schedules
13D or 13G with the Securities and Exchange Commission with respect to other companies. For purposes of the plan of conversion, our directors are not deemed to be
acting in concert solely by reason of their board membership.
The plan of conversion defines associate, with respect to a particular person, to mean:



For example, a corporation of which a person serves as an officer would be an associate of that person and, therefore, all shares purchased by the corporation
would be included with the number of shares that the person could purchase individually under the purchase limitations described above. We have the right in our sole
discretion to reject any order submitted by a person whose representations we believe to be false or who we otherwise believe, either alone or acting in concert with
others, is violating or circumventing, or intends to violate or circumvent, the terms and conditions of the plan of conversion. Directors and officers are not treated as
associates of each other solely by virtue of holding such positions. We have the sole discretion to determine whether prospective purchasers are associates or acting
in concert.
Marketing Arrangements
To assist in the marketing of our common stock, we have retained Sandler ONeill & Partners, L.P., which is a broker-dealer registered with the Financial
Industry Regulatory Authority. Sandler ONeill & Partners, L.P. will assist us on a best efforts basis in the offering by:





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a corporation or organization other than Clifton MHC, old Clifton or Clifton Savings Bank or a majority-owned subsidiary of Clifton MHC, old Clifton or
Clifton Savings Bank of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity
securities of such corporation or organization;
a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary; and

any person who is related by blood or marriage to such person and who lives in the same home as such person or who is a director or senior officer of
Clifton MHC, old Clifton or Clifton Savings Bank or any of their subsidiaries.
consulting with us as to the financial and securities marketing implications of the plan of conversion;
reviewing with our board of directors the financial impact of the offering on us, based upon the independent appraisers appraisal of the common stock;

reviewing all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and
filing of such documents);
assisting in the design and implementation of a marketing strategy for the offering;
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For its services as marketing agent, Sandler ONeill & Partners, L.P. will receive 1.00% of the aggregate dollar amount of all shares of common stock sold in the
subscription and community offerings. No sales fee will be payable to Sandler ONeill & Partners, L.P. with respect to shares purchased by officers, directors and
employees or members of their immediate families and shares purchased by our tax-qualified and non-qualified employee benefit plans. In the event that common stock
is sold through a group of broker-dealers in a syndicated offering or firm commitment underwritten offering, we will pay Sandler ONeill & Partners, L.P. and any other
broker-dealers participating in the syndicated offering or firm commitment underwritten offering an aggregate fee of 5.0% of the aggregate dollar amount of the
common stock sold in the syndicate offering or firm commitment underwritten offering. Sandler ONeill & Partners, L.P. will be reimbursed for all reasonable out-of-
pocket expenses incurred in connection with its services as marketing agent as described above and as records management agent as described below, including
attorneys fees, regardless of whether the subscription, community or syndicated offering and/or firm commitment underwritten offering are consummated, up to a
maximum of $125,000.
We will indemnify Sandler ONeill & Partners, L.P. against liabilities and expenses, including reasonable legal fees, incurred in connection with certain claims or
litigation arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities
Act of 1933, as amended.
Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock. These persons will be reimbursed for their
reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of Clifton Savings Bank may assist in the offering, but only in
ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. No sales activity
will be conducted in a Clifton Savings Bank banking office. Investment-related questions of prospective purchasers will be directed to executive officers or registered
representatives of Sandler ONeill & Partners, L.P. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice
regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be
conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers,
directors or employees will be compensated in connection with their participation in the offering.
In addition, we have engaged Sandler ONeill & Partners, L.P. to act as our records management agent in connection with the conversion and offering. In its role
as records management agent, Sandler ONeill & Partners, L.P. will provide the following services: (1) consolidation of deposit accounts and vote calculation; (2) design
and preparation of proxy forms and stock order forms for the subscription and community offerings; (3) organization and supervision of the Stock Information Center;
(4) coordination of proxy solicitation and special meeting services for our special meeting of members; and (5) subscription services. For these services, Sandler
ONeill & Partners, L.P. has received a fee of $20,000 and will receive an additional $20,000 upon the mailing of proxy and subscription materials to Clifton MHC
members.
Sandler ONeill & Partners, L.P. has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for common
stock, nor have they prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold in the conversion and offering. Sandler
ONeill & Partners, L.P. does not express any opinion as to the prices at which common stock to be issued may trade.
Lock-up Agreements
We, and each of our directors and executive officers have agreed that during the period beginning on the date of this prospectus and ending 90 days after the
closing of the offering, without the prior written consent of Sandler ONeill & Partners, L.P., directly or indirectly, we will not (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares
of old Clifton or new Clifton stock or any securities convertible into or exchangeable or exercisable for old Clifton or new Clifton stock, whether owned on the date of
the prospectus or acquired after the date of the prospectus or with respect to which we or any of our directors or executive officers has or after the date of the prospectus
acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in whole or in part, directly or

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assisting management in scheduling and preparing for meetings with potential investors and other broker-dealers in connection with the offering; and
providing such other general advice and assistance as we may request to promote the successful completion of the offering.
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indirectly, the economic consequence of ownership of old Clifton or new Clifton stock, whether any such swap or transaction is to be settled by delivery of stock or
other securities, in cash or otherwise. In the event that either (1) during the period that begins on the date that is 15 calendar days plus three business days before the last
day of the restricted period and ends on the last day of the restricted period, we issue an earnings release or material news or a material event relating to us occurs, or
(2) prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted
period, the restrictions set forth above will continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the
earnings release is issued or the material news or event related to us occurs.
Relationships
Sandler ONeill & Partners, L.P. and its affiliates have performed investment banking and financial advisory services for us for which they have received
customary fees and reimbursements of expenses and may in the future provide additional services for which it is anticipated they will receive compensation.
Procedure for Purchasing Shares in the Subscription and Community Offerings
Use of Order Forms . To purchase shares of common stock in the subscription offering and community offering, you must submit a properly completed original
stock order form and remit full payment. Incomplete stock order forms or stock order forms that are not signed are not required to be accepted. We are not required to
accept stock orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received (not postmarked) prior to : p.m. Eastern
Time, on [DATE1], 2014. We are not required to accept stock order forms that are not received by that time, are executed defectively or are received without submitting
full payment or without appropriate deposit account withdrawal instructions. We are not required to notify purchasers of incomplete or improperly executed stock order
forms. We have the right to waive or permit the correction of incomplete or improperly executed stock order forms, but we do not represent that we will do so.
You may submit your stock order form and payment by mail using the stock order reply envelope provided or by overnight delivery to our Stock Information
Center located at . Stock order forms may be hand-delivered to our Stock Information Center as well. Stock order forms will not be accepted at our Clifton
Savings Bank offices and may not be mailed to Clifton Savings Bank. Once tendered, a stock order form cannot be modified or revoked without our consent. We reserve
the absolute right, in our sole discretion, to reject orders received in the subscription offering or community offering, in whole or in part, at the time of receipt or at any
time prior to completion of the offering.
If you are ordering shares in the subscription offering, by signing the stock order form you are representing that you are purchasing shares for your own account
and that you have no agreement or understanding with any person for the sale or transfer of the shares.
By signing the stock order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise
guaranteed by Clifton Savings Bank or any federal or state government, and that you received a copy of this prospectus. However, signing the stock order form will not
cause you to waive your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934. We have the right to reject any order submitted in the offering
by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading,
circumventing, or intends to violate, evade or circumvent, the terms and conditions of the plan of conversion. Our interpretation of the terms and conditions of the plan
of conversion and of the acceptability of the stock order forms will be final.
Payment for Shares . Payment for all shares of common stock will be required to accompany all completed order forms for the purchase to be valid. Payment for
shares may be made only by:


Appropriate means for designating withdrawals from deposit accounts at Clifton Savings Bank are provided on the stock order form. The funds designated must
be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds
authorized for withdrawal will continue

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Personal check, bank check or money order made payable directly to Clifton Bancorp Inc.; or
Authorization of withdrawal from the types of Clifton Savings Bank deposit accounts provided for on the stock order form.
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to earn interest within the account at the applicable contract rate until the offering is completed, at which time the designated withdrawal will be made. Interest penalties
for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock during the
offering; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of
deposit will be canceled at the time of withdrawal without penalty and the remaining balance will earn interest calculated at the current passbook savings rate subsequent
to the withdrawal.
If payment is made by personal check, funds must be available in the account. Payments made by check or money order will be immediately cashed and placed in
a segregated account at Clifton Savings Bank and will earn interest calculated at Clifton Savings Banks passbook savings rate from the date payment is received until
the offering is completed, at which time a subscriber will be issued a check for interest earned.
You may not remit Clifton Savings Bank line of credit checks, and we will not accept wire transfers or third-party checks, including those payable to you and
endorsed over to new Clifton. You may not designate on your stock order form a direct withdrawal from a Clifton Savings Bank retirement account. See Using
Retirement Account Funds to Purchase Shares for information on using such funds. Additionally, you may not designate on your stock order form a direct withdrawal
from Clifton Savings Bank deposit accounts with check-writing privileges. Instead, a check should be provided. If you request a direct withdrawal, we reserve the right
to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we may immediately withdraw the amount from
your checking account(s). If permitted by the Federal Reserve Board, in the event we resolicit large subscribers, as described in Limitations on Purchases of Shares,
those purchasers who wish to increase their purchases will not be able to use personal checks to pay for the additional shares, but instead must pay for the additional
shares using immediately available funds. Wire transfers may be allowed.
Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by
[DATE2] , 2014, in which event purchasers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.
Federal regulations prohibit Clifton Savings Bank from lending funds or extending credit to any persons to purchase shares of common stock in the offering.
The employee stock ownership plan will not be required to pay for shares at the time it subscribes, but rather may pay for shares upon the completion of the
offering; provided that there is in force, from the time of its subscription until the completion of the offering, a loan commitment from an unrelated financial institution
or from us to lend to the employee stock ownership plan, at that time, the aggregate purchase price of the shares for which it subscribed.
We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with a legally binding commitment for payment and to
thereafter pay for such shares of common stock for which they subscribe in the community offering at any time prior to the 48 hours before the completion of the
offering. This payment may be made by wire transfer.
Using Retirement Account Funds To Purchase Shares. A depositor interested in using funds in his or her individual retirement account(s) (IRAs) or any other
retirement account at Clifton Savings Bank to purchase common stock must do so through a self-directed retirement account. Since we do not offer those accounts,
before placing a stock order, a depositor must make a transfer of funds from Clifton Savings Bank to a trustee (or custodian) offering a self-directed retirement account
program (such as a brokerage firm). There will be no early withdrawal or Internal Revenue Service interest penalties for such transfers. The new trustee would hold the
common stock in a self-directed account in the same manner as we now hold the depositors IRA funds. An annual administrative fee may be payable to the new trustee.
Subscribers interested in using funds in a retirement account held at Clifton Savings Bank or elsewhere to purchase common stock should contact the Stock
Information Center for assistance at least two weeks before the [DATE1], 2014 offering expiration date, because processing such transactions takes additional
time. Whether or not you may use retirement funds for the purchase of shares in the offering depends on timing constraints and, possibly, limitations imposed by the
institution where the funds are held.
Termination of Offering. We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any
deposit account withdrawal authorizations and promptly return all funds submitted, with interest calculated at Clifton Savings Banks passbook savings rate from the
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Effects of Conversion on Deposits and Borrowers
General. Each depositor in Clifton Savings Bank currently has both a deposit account in the institution and a pro rata ownership interest in the net worth of
Clifton MHC based upon the balance in his or her account. However, this ownership interest is tied to the depositors account and has no value separate from such
deposit account. Furthermore, this ownership interest may only be realized in the unlikely event that Clifton MHC is liquidated. In such event, the depositors of record at
that time, as owners, would share pro rata in any residual surplus and reserves of Clifton MHC after other claims are paid. Any depositor who opens a deposit account at
Clifton Savings Bank obtains a pro rata ownership interest in the net worth of Clifton MHC without any additional payment beyond the amount of the deposit. A
depositor who reduces or closes his or her account receives a portion or all of the balance in the account but nothing for his or her ownership interest in the net worth of
Clifton MHC, which is lost to the extent that the balance in the account is reduced. When a mutual holding company converts to stock holding company form, depositors
lose all rights to the net worth of the mutual holding company, except the right to claim a pro rata share of funds representing the liquidation account established in
connection with the conversion.
Continuity. While the conversion and offering are being accomplished, the normal business of Clifton Savings Bank will continue without interruption, including
being regulated by the Office of the Comptroller of the Currency. After the conversion and offering, Clifton Savings Bank will continue to provide services for
depositors and borrowers under the policies in place at the time of conversion.
The directors of Clifton Savings Bank at the time of conversion will serve as directors of Clifton Savings Bank after the conversion and offering. The board of
directors of new Clifton is composed of the individuals who serve on the board of directors of old Clifton. All officers of Clifton Savings Bank at the time of conversion
will retain their positions after the conversion and offering.
Deposit Accounts and Loans. The conversion and offering will not affect any deposit accounts or borrower relationships with Clifton Savings Bank. All deposit
accounts in Clifton Savings Bank after the conversion and offering will continue to be insured up to the legal maximum by the Federal Deposit Insurance Corporation in
the same manner as such deposit accounts were insured immediately before the conversion and offering. The conversion and offering will not change the interest rate or
the maturity of deposits at Clifton Savings Bank.
After the conversion and offering, all loans of Clifton Savings Bank will retain the same status that they had before the conversion and offering. The amount,
interest rate, maturity and security for each loan will remain as they were contractually fixed before the conversion and offering.
Effect on Liquidation Rights. If Clifton MHC were to liquidate, all claims of Clifton MHCs creditors would be paid first. Thereafter, if there were any assets
remaining, members of Clifton MHC would receive such remaining assets, pro rata, based upon the deposit balances in their deposit accounts at Clifton Savings Bank
immediately before liquidation. In the unlikely event that Clifton Savings Bank were to liquidate after the conversion and offering, all claims of creditors (including
those of depositors, to the extent of their deposit balances) also would be paid first, followed by distribution of the liquidation account to certain depositors (see
Liquidation Rights below), with any assets remaining thereafter distributed to new Clifton as the holder of Clifton Savings Banks capital stock.
Liquidation Rights
Liquidation Prior to the Conversion . In the unlikely event of a complete liquidation of Clifton MHC or old Clifton prior to the conversion, all claims of creditors
of old Clifton, including those of depositors of Clifton Savings Bank (to the extent of their deposit balances), would be paid first. Thereafter, if there were any assets of
old Clifton remaining, these assets would be distributed to shareholders, including Clifton MHC. Then, if there were any assets of Clifton MHC remaining, members of
Clifton MHC would receive those remaining assets, pro rata, based upon the deposit balances in their deposit account in Clifton Savings Bank immediately prior to
liquidation.
Liquidation Following the Conversion. In the unlikely event that new Clifton and Clifton Savings Bank were to liquidate after the conversion, all claims of
creditors, including those of depositors, would be paid first, followed by distribution of the liquidation account maintained by new Clifton pursuant to the plan of
conversion to certain depositors, with any assets remaining thereafter distributed to new Clifton as the holder of Clifton Savings Bank capital stock.
The plan of conversion provides for the establishment, upon the completion of the conversion, of a liquidation account by new Clifton for the benefit of eligible
account holders and supplemental eligible account holders in an amount equal to

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Clifton MHCs ownership interest in the retained earnings of old Clifton as of the date of its latest balance sheet contained in this prospectus. The plan of conversion
also provides that new Clifton shall cause the establishment of a bank liquidation account.
The liquidation account established by new Clifton is designed to provide payments to depositors of their liquidation interests in the event of a liquidation of new
Clifton and Clifton Savings Bank or of Clifton Savings Bank. Specifically, in the unlikely event that new Clifton and Clifton Savings Bank were to completely liquidate
after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of September 30, 2012 or
of the liquidation account maintained by new Clifton. In a liquidation of both entities, or of Clifton Savings Bank, when new Clifton has insufficient assets
to fund the distribution due to eligible account holders and Clifton Savings Bank has positive net worth, Clifton Savings Bank will pay amounts necessary to fund new
Cliftons remaining obligations under the liquidation account. The plan of conversion also provides that if new Clifton is sold or liquidated apart from a sale or
liquidation of Clifton Savings Bank, then the rights of eligible account holders in the liquidation account maintained by new Clifton will be surrendered and treated as a
liquidation account in Clifton Savings Bank. Depositors will have an equivalent interest in the bank liquidation account and the bank liquidation account will have the
same rights and terms as the liquidation account.
Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, new Clifton will
eliminate or transfer the liquidation account and the interests in such account to Clifton Savings Bank and the liquidation account shall thereupon become the liquidation
account of Clifton Savings Bank and not be subject in any manner or amount to new Cliftons creditors.
Also, under the rules and regulations of the Federal Reserve Board, no post-conversion merger, consolidation, or similar combination or transaction with another
depository institution in which new Clifton or Clifton Savings Bank is not the surviving institution would be considered a liquidation and, in such a transaction, the
liquidation account would be assumed by the surviving institution.
Each eligible account holder and supplemental eligible account holder would have an initial interest in the liquidation account for each deposit account, including
savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of
$50.00 or more held in Clifton Savings Bank on September 30, 2012 or , as applicable. Each eligible account holder and supplemental eligible account
holder would have a pro rata interest in the total liquidation account for each such deposit account, based on the proportion that the balance of each such deposit account
on September 30, 2012 or bears to the balance of all deposit accounts in Clifton Savings Bank on such date.
If, however, on any December 31 annual closing date commencing after the effective date of the conversion, the amount in any such deposit account is less than
the amount in the deposit account on September 30, 2012 or or any other annual closing date, then the interest in the liquidation account relating to such
deposit account would be reduced from time to time by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In
addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation
rights of eligible account holders and supplemental eligible account holders would be separate and apart from the payment of any insured deposit accounts to such
depositor. Any assets remaining after the above liquidation rights of eligible account holders and supplemental eligible account holders are satisfied would be distributed
to new Clifton as the sole shareholder of Clifton Savings Bank.
Book Entry Delivery
All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common
stock issued in the subscription and community offerings or in any syndicated offering will be mailed by our transfer agent to the persons entitled thereto at the
registration address noted by them on their stock order forms as soon as practicable following consummation of the conversion and offering. We expect trading in the
stock to begin on the day of completion of the conversion and offering or the next business day. The conversion and offering are expected to be completed as soon as
practicable following satisfaction of the conditions to completion of the conversion. It is possible that until a statement reflecting ownership of shares of common
stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common
stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a
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Stock Information Center
Our banking office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the offering,
please call our Stock Information Center. The telephone number is . The Stock Information Center is open Monday through Friday from : a.m. to
: p.m., Eastern time. The Stock Information Center will be closed weekends and bank holidays.
Restrictions on Repurchase of Stock
Under Federal Reserve Board regulations, for a period of one year from the date of the completion of the offering we may not repurchase any of our common
stock from any person, except (1) in an offer made to all shareholders to repurchase the common stock on a pro rata basis, approved by the Federal Reserve Board,
(2) the repurchase of qualifying shares of a director, or (3) repurchases to fund restricted stock plans or tax-qualified employee stock benefit plans. Where extraordinary
circumstances exist, the Federal Reserve Board may approve the open market repurchase of up to 5% of our common stock during the first year following the
conversion and offering. To receive such approval, we must establish compelling and valid business purposes for the repurchase to the satisfaction of the Federal
Reserve Board. If any options previously granted under the 2005 Equity Incentive Plan are exercised during the first year following the conversion and offering, they
will be funded with newly issued shares, as the Federal Reserve Board does not view pre-existing stock options as an extraordinary circumstance or compelling business
purpose for a stock repurchase in the first year after conversion. Based on the foregoing restrictions, we anticipate that we will not repurchase any shares of our common
stock in the year following completion of the conversion and offering.
Restrictions on Transfer of Shares Applicable to Officers and Directors
Common stock purchased in the offering will be freely transferable, except for shares purchased by our directors and executive officers.
Shares of common stock purchased by our directors and executive officers may not be sold for a period of one year following the offering, except upon the death
of the shareholder or unless approved by the Federal Reserve Board. Shares purchased by these persons in the open market after the offering will be free of this
restriction. Shares of common stock issued to directors and executive officers and their associates will bear a legend giving appropriate notice of the restriction and, in
addition, we will give appropriate instructions to our transfer agent with respect to the restriction on transfers. Any shares issued to directors and executive officers as a
stock dividend, stock split or otherwise with respect to restricted common stock will be similarly restricted.
Persons affiliated with us, including our directors and executive officers, received subscription rights based only on their accounts with Clifton Savings Bank as
account holders. While this aspect of the offering makes it difficult, if not impossible, for insiders to purchase stock for the explicit purpose of meeting the minimum of
the offering, any purchases made by persons affiliated with us for the explicit purpose of meeting the minimum of the offering must be made for investment purposes
only, and not with a view towards redistribution. Furthermore, as set forth above, Federal Reserve Board regulations restrict sales of common stock purchased in the
offering by directors and executive officers for a period of one year following the offering.
Purchases of outstanding shares of our common stock by directors, officers, or any person who becomes an officer or director after adoption of the plan of
conversion, and their associates, during the three-year period following the offering may be made only through a broker or dealer registered with the Securities and
Exchange Commission. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock or to the purchase
of stock under employee stock benefit plans.
We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the common stock to
be issued in the offering. This registration does not cover the resale of the shares. Shares of common stock purchased by persons who are not affiliates of ours may be
resold without registration. Shares purchased by an affiliate of ours will have resale restrictions under Rule 144 of the Securities Act. If we meet the current public
information requirements of Rule 144, each affiliate of ours who complies with the other conditions of Rule 144, including those that require the affiliates sale to be
aggregated with those of certain other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month
period, the greater of 1% of our outstanding shares or the average weekly volume of trading in the shares during the preceding four calendar weeks. We may make future
provision to permit affiliates to have their shares registered for sale under the Securities Act under certain circumstances.

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Accounting Treatment
The conversion will be accounted for as a change in legal organization and form and not a business combination. Accordingly, the carrying amount of the assets
and liabilities of Clifton Savings Bank will remain unchanged from their historical cost basis.
Material Income Tax Consequences
Although the conversion may be effected in any manner approved by the Federal Reserve Board that is consistent with the purposes of the plan of conversion and
applicable law, regulations and policies, it is intended that the conversion will be effected through various mergers. Completion of the conversion and offering is
conditioned upon prior receipt of either a ruling from the Internal Revenue Service or an opinion of counsel with respect to federal tax laws, and either a ruling by the
New Jersey Division of Taxation or an opinion from our counsel or accountants with respect to New Jersey tax laws, that no gain or loss will be recognized by Clifton
Savings Bank, old Clifton or Clifton MHC as a result of the conversion or by account holders receiving subscription rights, except to the extent, if any, that subscription
rights are deemed to have fair market value on the date such rights are issued. We believe that the tax opinions summarized below address all material federal income
tax consequences that are generally applicable to Clifton Savings Bank, old Clifton, Clifton MHC, new Clifton, persons receiving subscription rights and shareholders of
old Clifton.
Kilpatrick Townsend & Stockton LLP has issued an opinion to old Clifton, Clifton MHC and new Clifton that, for federal income tax purposes:
1. The merger of Clifton MHC with and into old Clifton (the mutual holding company merger) will qualify as a tax-free reorganization within the meaning of
Section 368(a)(1)(A) of the Internal Revenue Code. (Section 368(a)(l)(A) of the Internal Revenue Code.)
2. Clifton MHC will not recognize any gain or loss on the transfer of its assets to old Clifton and old Cliftons assumption of its liabilities, if any, in constructive
exchange for a liquidation interest in old Clifton or on the constructive distribution of such liquidation interest to Clifton MHCs members who remain depositors of
Clifton Savings Bank. (Sections 361(a), 361(c) and 357(a) of the Internal Revenue Code.)
3. No gain or loss will be recognized by old Clifton upon the receipt of the assets of Clifton MHC in the mutual holding company merger in exchange for the
constructive transfer to the members of Clifton MHC of a liquidation interest in old Clifton. (Section 1032(a) of the Internal Revenue Code.)
4. Persons who have an interest in Clifton MHC will recognize no gain or loss upon the constructive receipt of a liquidation interest in old Clifton in exchange for
their voting and liquidation rights in Clifton MHC. (Section 354(a) of the Internal Revenue Code.)
5. The basis of the assets of Clifton MHC (other than stock in old Clifton) to be received by old Clifton will be the same as the basis of such assets in the hands of
Clifton MHC immediately prior to the transfer. (Section 362(b) of the Internal Revenue Code.)
6. The holding period of the assets of Clifton MHC in the hands of old Clifton will include the holding period of those assets in the hands of Clifton MHC.
(Section 1223(2) of the Internal Revenue Code.)
7. The merger of old Clifton with and into new Clifton (the holding company merger) will constitute a mere change in identity, form or place of organization
within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)
(F) of the Internal Revenue Code. (Section 368(a)(1)(F) of the Internal Revenue Code.)
8. Old Clifton will not recognize any gain or loss on the transfer of its assets to new Clifton and new Cliftons assumption of its liabilities in exchange for shares
of common stock in new Clifton or on the constructive distribution of such stock to shareholders of old Clifton other than Clifton MHC and the constructive distribution
of liquidation accounts to the eligible account holders and supplemental eligible account holders. (Sections 361(a), 361(c) and 357(a) of the Internal Revenue Code.)
9. No gain or loss will be recognized by new Clifton upon the receipt of the assets of old Clifton in the holding company merger. (Section 1032(a) of the Internal
Revenue Code.)

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10. The basis of the assets of old Clifton (other than stock in Clifton Savings Bank) to be received by new Clifton will be the same as the basis of such assets in
the hands of old Clifton immediately prior to the transfer. (Section 362(b) of the Internal Revenue Code.)
11. The holding period of the assets of old Clifton (other than stock in Clifton Savings Bank) to be received by new Clifton will include the holding period of
those assets in the hands of old Clifton immediately prior to the transfer. (Section 1223(2) of the Internal Revenue Code.)
12. Old Clifton shareholders will not recognize any gain or loss upon their exchange of old Clifton common stock for new Clifton common stock. (Section 354 of
the Internal Revenue Code.)
13. Eligible account holders and supplemental eligible account holders will not recognize any gain or loss upon their constructive exchange of their liquidation
interests in old Clifton for the liquidation accounts in new Clifton. (Section 354 of the Internal Revenue Code.)
14. The payment of cash to shareholders of old Clifton in lieu of fractional shares of new Clifton common stock will be treated as though the fractional shares
were distributed as part of the holding company merger and then redeemed by new Clifton. The cash payments will be treated as distributions in full payment for the
fractional shares deemed redeemed under Section 302(a) of the Internal Revenue Code, with the result that such shareholders will have short-term or long-term capital
gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41,
1977-2 C.B. 574.)
15. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase old Clifton common stock is zero. Accordingly, it is
more likely than not that no gain or loss will be recognized by eligible account holders, supplemental eligible account holders and other voting members upon
distribution to them of nontransferable subscription rights to purchase shares of old Clifton common stock. (Section 356(a) of the Internal Revenue Code.) Eligible
account holders, supplemental eligible account holders and other voting members will not realize any taxable income as the result of the exercise by them of the
nontransferable subscriptions rights. (Rev. Rul. 56-572, 1956-2 C.B. 182.)
16. It is more likely than not that the fair market value of the benefit provided by the bank liquidation account supporting the payment of the liquidation account
in the event new Clifton lacks sufficient net assets is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by eligible account holders and
supplemental eligible account holders upon the constructive distribution to them of such rights in the bank liquidation account as of the effective date of the holding
company merger. (Section 356(a) of the Internal Revenue Code.)
17. It is more likely than not that the basis of common stock purchased in the offering by the exercise of the nontransferable subscription rights will be the
purchase price thereof. (Section 1012 of the Internal Revenue Code.)
18. Each shareholders holding period in his or her new Clifton common stock received in the exchange will include the period during which the common stock
surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the shareholder on the date of the exchange. (Section 1223(1) of the
Internal Revenue Code.)
19. The holding period of the common stock purchased pursuant to the exercise of subscriptions rights shall commence on the date on which the right to acquire
such stock was exercised. (Section 1223(5) of the Internal Revenue Code.)
20. No gain or loss will be recognized by new Clifton on the receipt of money in exchange for common stock sold in the offering. (Section 1032 of the Internal
Revenue Code.)
The statements set forth in paragraph 15 above are based on the position that the subscription rights do not have any market value at the time of distribution or at
the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and
circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also
advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights have a market
value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the
recipients the right only to purchase our common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the
unsubscribed shares of common stock.

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The statements set forth in paragraph 16 above are based on the position that the benefit provided by the bank liquidation account supporting the payment of the
liquidation account if new Clifton lacks sufficient net assets has a fair market value of zero. According to our counsel: (1) there is no history of any holder of a
liquidation account receiving any payment attributable to a liquidation account; (2) the interests in the liquidation account and bank liquidation account are not
transferable; (3) the amounts due under the liquidation account with respect to each eligible account holder and supplemental eligible account holder will be reduced as
their deposits in Clifton Savings Bank are reduced as described in the plan of conversion; and (4) the bank liquidation account payment obligation arises only if new
Clifton lacks sufficient net assets to fund the liquidation account. If such bank liquidation account rights are subsequently found to have an economic value, income may
be recognized by each eligible account holder and supplemental eligible account holder in the amount of such fair market value as of the effective date of the holding
company merger.
BDO USA, LLP has issued an opinion to us to the effect that, more likely than not, the income tax consequences under New Jersey law of the conversion are not
materially different than for federal tax purposes.
Unlike a private letter ruling issued by the Internal Revenue Service, an opinion of counsel is not binding on the Internal Revenue Service and the Internal
Revenue Service could disagree with the conclusions reached in the opinion. If there is a disagreement, no assurance can be given that the conclusions reached in an
opinion of counsel would be sustained by a court if contested by the Internal Revenue Service.
The opinions of Kilpatrick Townsend & Stockton LLP and BDO USA, LLP are filed as exhibits to the registration statement that we have filed with the Securities
and Exchange Commission. See Where You Can Find More Information .
Interpretation, Amendment and Termination
All interpretations of the plan of conversion by our board of directors will be final, subject to the authority of the Federal Reserve Board. The plan of conversion
provides that, if deemed necessary or desirable by the board of directors, the plan of conversion may be substantively amended by a majority vote of the board of
directors as a result of comments from regulatory authorities or otherwise, at any time before the submission of proxy materials to the members of Clifton MHC and
shareholders of old Clifton. Amendment of the plan of conversion thereafter requires a majority vote of the board of directors, with the concurrence of the Federal
Reserve Board. The plan of conversion may be terminated by a majority vote of the board of directors at any time before the earlier of the date of the special meeting of
shareholders and the date of the special meeting of members of Clifton MHC, and may be terminated by the board of directors at any time thereafter with the
concurrence of the Federal Reserve Board. The plan of conversion will terminate if the conversion and offering are not completed within 24 months from the date on
which the members of Clifton MHC approve the plan of conversion, and may not be extended by us or the Federal Reserve Board.
Comparison of Shareholders Rights
As a result of the conversion, current holders of old Clifton common stock will become shareholders of new Clifton. There are certain differences in shareholder
rights arising from distinctions between the federal stock charter and bylaws of old Clifton and the articles of incorporation and bylaws of new Clifton and from
distinctions between laws with respect to federally chartered savings and loan holding companies and Maryland law.
In some instances, the rights of shareholders of new Clifton will be less than the rights shareholders of old Clifton currently have. The decrease in shareholder
rights under the Maryland articles of incorporation and bylaws are not mandated by Maryland law but have been chosen by management as being in the best interest of
new Clifton. In some instances, the differences in shareholder rights may increase management rights. In other instances, the provisions in new Cliftons articles of
incorporation and bylaws described below may make it more difficult to pursue a takeover attempt that management opposes. These provisions will also make the
removal of the board of directors or management, or the appointment of new directors, more difficult. We believe that the provisions described below are prudent and
will enhance our ability to remain an independent financial institution and reduce our vulnerability to takeover attempts and certain other transactions that have not been
negotiated with and approved by our board of directors. These provisions also will assist us in the orderly deployment of the conversion proceeds into productive assets
and allow us to implement our business plan during the initial period after the conversion. We believe these provisions are in the best interests of new Clifton and its
shareholders.

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This description below is intended to be a summary of the material differences affecting the rights of shareholders. You are encouraged to reference the actual
articles of incorporation and bylaws of new Clifton and Maryland law for additional information.
Authorized Capital Stock. The authorized capital stock of old Clifton consists of 75,000,000 shares of common stock, par value $0.01 per share, and 1,000,000
shares of preferred stock, par value $0.01 per share. The authorized capital stock of the new Clifton will consist of 85,000,000 shares of common stock, par value $0.01
per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.
Old Cliftons charter and new Cliftons articles of incorporation both authorize the board of directors to establish one or more series of preferred stock and, for
any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates and liquidation
preferences. Although neither board of directors has any intention at the present time of doing so, it could issue a series of preferred stock that could, depending on its
terms, impede a merger, tender offer or other takeover attempt.
Issuance of Capital Stock. Currently, pursuant to applicable laws and regulations, Clifton MHC is required to own not less than a majority of the outstanding
common stock of old Clifton. There will be no such restriction applicable to new Clifton following consummation of the conversion, as Clifton MHC will cease to exist.
New Cliftons articles of incorporation do not contain restrictions on the issuance of shares of capital stock to the directors, officers or controlling persons of new
Clifton, whereas old Cliftons federal stock charter provides that no shares may be issued to directors, officers or controlling persons other than as part of a general
public offering, or to directors for purposes of qualifying for service as directors, unless the share issuance or the plan under which they would be issued has been
approved by a majority of the total votes eligible to be cast at a legal meeting. Thus, new Clifton could adopt stock-related compensation plans such as stock option
plans without shareholder approval and shares of the capital stock of old Clifton could be issued directly to directors or officers without shareholder approval. However,
although generally not required, shareholder approval of stock-related compensation plans may be sought in certain instances to qualify such plans for favorable
treatment under current federal income tax laws and regulations. We plan to submit the stock compensation plan discussed in this prospectus to shareholders for their
approval.
Neither the federal stock charter and bylaws of old Clifton nor the articles of incorporation and bylaws of new Clifton provide for preemptive rights to
shareholders in connection with the issuance of capital stock.
Voting Rights. Neither the federal stock charter of old Clifton nor the articles of incorporation of new Clifton permits cumulative voting in the election of
directors. Cumulative voting entitles you to a number of votes equaling the number of shares you hold multiplied by the number of directors to be elected. Cumulative
voting allows you to cast all your votes for a single nominee or apportion your votes among any two or more nominees. For example, when three directors are to be
elected, cumulative voting allows a holder of 100 shares to cast 300 votes for a single nominee, apportion 100 votes for each nominee, or apportion 300 votes in any
other manner.
Payment of Dividends. The ability of Clifton Savings Bank to pay dividends on its capital stock is restricted by Federal Reserve Board and Office of the
Comptroller of the Currency regulations and by tax considerations related to savings associations. Clifton Savings Bank will continue to be subject to these restrictions
after the conversion, and such restrictions will indirectly affect new Clifton because dividends from Clifton Savings Bank will be a primary source of funds for the
payment of dividends to the shareholders of new Clifton.
Maryland law generally provides that, unless otherwise restricted in a corporations articles of incorporation, a corporations board of directors may authorize and
a corporation may pay dividends to shareholders. However, a distribution may not be made if, after giving effect thereto, the corporation would not be able to pay its
debts as they become due in the usual course of business or the corporations total assets would be less than its total liabilities.
Board of Directors. The bylaws of old Clifton and the articles of incorporation of new Clifton each require the board of directors to be divided into three classes
as nearly equal in number as reasonably possible and that the members of each class be elected for a term of three years to serve until their successors are elected and
qualified, with one class being elected annually. Under both the bylaws of old Clifton and the bylaws of new Clifton, any vacancy occurring in the board of directors,
however caused, may be filled by an affirmative vote of the majority of the directors remaining in office, whether

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or not a quorum is present. Any director of old Clifton so chosen shall hold office until the next annual meeting of shareholders, and any director of new Clifton so
chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor shall have been elected
and qualified.
The bylaws of both old Clifton and new Clifton provide that to be eligible to serve on the board of directors a person must not: (1) be under indictment for, or ever
have been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) be
a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order
is final and not subject to appeal, or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached
a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or
any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
Under the bylaws of old Clifton, directors may be removed only for cause by the vote of the holders of a majority of the shares of stock entitled to vote at a
meeting of shareholders called for such purpose. The articles of incorporation of new Clifton provide that directors may be removed only for cause and only by the
affirmative vote of the holders of at least a majority of the shares of stock entitled to vote in the election of directors.
Limitations on Liability. The articles of incorporation of new Clifton provide that, to the fullest extent permitted under Maryland law, the directors and officers of
new Clifton shall have no personal liability to new Clifton or its shareholders for money damages except (1) to the extent that it is proved that the person actually
received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; (2) to the
extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the persons action, or failure
to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (3) to the extent otherwise provided by
the Maryland General Corporation Law.
Currently, federal law does not permit federally chartered savings and loan holding companies like old Clifton to limit the personal liability of directors in the
manner provided by Maryland law and the laws of many other states.
Indemnification of Directors, Officers, Employees and Agents. Federal regulations provide that old Clifton must indemnify its directors, officers and employees
for any costs incurred in connection with any action involving any such persons activities as a director, officer or employee if such person obtains a final judgment on
the merits in his or her favor. In addition, indemnification is permitted in the case of a settlement, a final judgment against such person or final judgment in his or her
favor other than on the merits, if a majority of disinterested directors determines that such person was acting in good faith within the scope of his or her employment
authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances
was in the best interest of old Clifton or its shareholders. Old Clifton also is permitted to pay ongoing expenses incurred by a director, officer or employee if a majority
of disinterested directors concludes that such person may ultimately be entitled to indemnification. Before making any indemnification payment, old Clifton is required
to notify the Federal Reserve Board of its intention and such payment cannot be made if the Federal Reserve Board objects thereto.
The articles of incorporation of new Clifton provide that it will indemnify its directors and officers, whether serving it or at its request any other entity, to the
fullest extent required or permitted under Maryland law. Such indemnification includes the advancement of expenses. The articles of incorporation of new Clifton also
provide that new Clifton will indemnify its employees and agents and any director, officer, employee or agent of any other entity to such extent as shall be authorized by
the board of directors and be permitted by law.
Special Meetings of Shareholders. The bylaws of old Clifton provide that special meetings of the shareholders of old Clifton may be called by the Chairman, a
majority of the board of directors or upon the written request of the holders of not less than one-tenth of the outstanding capital stock of old Clifton entitled to vote at the
meeting. The bylaws of new Clifton provide that special meetings of shareholders may be called by the Chairman, the Chief Executive Officer or by two-thirds of the
total number of directors. In addition, Maryland law provides that a special meeting of shareholders may be called by the Secretary upon written request of the holders of
a majority of all the shares entitled to vote at a meeting.
Shareholder Nominations and Proposals. The bylaws of old Clifton provide an advance notice procedure for shareholders to nominate directors or bring other
business before an annual or special meeting of shareholders of old Clifton.

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A person may not be nominated for election as a director unless that person is nominated by or at the direction of old Cliftons board of directors or by a shareholder
who has given appropriate notice to old Clifton before the meeting. Similarly, a shareholder may not bring business before an annual meeting unless the shareholder has
given old Clifton appropriate notice of its intention to bring that business before the meeting. Old Cliftons secretary must receive notice of the nomination or proposal at
least 30 days before the date of the annual meeting; provided, however, that if less than 40 days notice or prior public disclosure of the date of the meeting is given or
made to the shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure was made.
New Cliftons bylaws establish a similar advance notice procedure for shareholders to nominate directors or bring other business before an annual meeting of
shareholders of new Clifton. A person may not be nominated for election as a director unless that person is nominated by or at the direction of the new Clifton board of
directors or by a shareholder who has given appropriate notice to new Clifton before the meeting. Similarly, a shareholder may not bring business before an annual
meeting unless the shareholder has given new Clifton appropriate notice of its intention to bring that business before the meeting. New Cliftons secretary must receive
notice of the nomination or proposal not less than 90 days before the annual meeting; provided, however, that if less than 100 days notice of prior public disclosure of
the date of the meeting is given or made to the shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A shareholder who desires to raise new
business must provide certain information to new Clifton concerning the nature of the new business, the shareholder, the shareholders ownership in the new Clifton and
the shareholders interest in the business matter. Similarly, a shareholder wishing to nominate any person for election as a director must provide new Clifton with certain
information concerning the nominee and the proposing shareholder.
Advance notice of nominations or proposed business by shareholders gives new Cliftons board of directors time to consider the qualifications of the proposed
nominees, the merits of the proposals and, to the extent deemed necessary or desirable by the board of directors, to inform shareholders and make recommendations
about those matters.
Shareholder Action Without a Meeting. Under Maryland law, action may be taken by shareholders of new Clifton without a meeting if all shareholders entitled
to vote on the action give written consent to taking such action without a meeting. The bylaws of old Clifton provide that action may be taken by shareholders without a
meeting if all shareholders entitled to vote on the matter consent to the taking of such action without a meeting.
Shareholders Right to Examine Books and Records. A federal regulation, which is currently applicable to old Clifton, provides that shareholders holding of
record at least $100,000 of stock or at least 1% of the total outstanding voting shares, provided in either case such shareholder has held such shares for at least six
months before making such written demand, or shareholders holding not less than 5% of the total outstanding voting shares may inspect and make extracts from
specified books and records of a federally chartered savings and loan association after proper written notice for a proper purpose.
Under Maryland law, a shareholder who has been a shareholder of record for at least six months or who holds, or is authorized in writing by holders of, at least
5% of the outstanding shares of any class or series of stock of a corporation has the right, for any proper purpose and upon at least 20 days written notice, to inspect in
person or by agent, the corporations books of account and its stock ledger. In addition, under Maryland law, any shareholder or his agent, upon at least seven days
written notice, may inspect and copy during usual business hours, the corporations bylaws, minutes of the proceedings of shareholders, annual statements of affairs and
voting trust agreements.
Limitations on Voting Rights. The articles of incorporation of new Clifton provide that in no event will any record owner of any outstanding common stock
which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of shareholders entitled to vote on any matter,
beneficially owns in excess of 10% of the then-outstanding shares of common stock, be entitled, or permitted to any vote in respect of the shares held in excess of such
10% limit. This limitation does not apply to any director or officer acting solely in their capacities as directors and officers, or any employee benefit plans of new Clifton
or any subsidiary or a trustee of a plan.
In addition, Federal Reserve Board regulations provide that for a period of three years following the date of the completion of the offering, no person, acting
singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than
10% of a class of new Cliftons equity securities without the prior written approval of the Federal Reserve Board. Where any person acquires beneficial ownership

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of more than 10% of a class of our equity securities without the prior written approval of the Federal Reserve Board, the securities beneficially owned by such person in
excess of 10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the shareholders for a vote, and will not be
counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the shareholders for a vote.
The charter of old Clifton provides that no person, other than Clifton MHC, shall directly or indirectly offer to acquire or acquire more than 10% of the then-
outstanding shares of common stock. The foregoing restriction does not apply to:


Mergers, Consolidations and Sales of Assets. Federal regulations currently require the approval of two-thirds of the board of directors of old Clifton and the
holders of two-thirds of the outstanding voting stock of old Clifton entitled to vote thereon for mergers, consolidations and sales of all or substantially all of its assets.
However, such regulations permit old Clifton to merge with another corporation without obtaining the approval of its shareholders if:




Under Maryland law, a merger or consolidation of new Clifton requires approval of two-thirds of all votes entitled to be cast by shareholders, except that no
approval by shareholders is required for a merger if:



The articles of incorporation of new Clifton reduce the vote required for a merger or consolidation to a majority of the total shares outstanding.
In addition, under certain circumstances the approval of the shareholders shall not be required to authorize a merger with or into a 90% owned subsidiary of new
Clifton.
Under Maryland law, a sale of all or substantially all of new Cliftons assets other than in the ordinary course of business, or a voluntary dissolution of new
Clifton, requires the approval of its board of directors and the affirmative vote of two-thirds of the votes entitled to be cast on the matter.
Business Combinations with Interested Shareholders. Under Maryland law, business combinations between new Clifton and an interested shareholder or an
affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These
business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock
issuances and transfers, liquidation plans and reclassifications involving interested shareholders and their affiliates or issuance or reclassification of equity securities.
Maryland law defines an interested shareholder as: (1) any person who beneficially owns 10% or more of the voting power of new Cliftons voting stock after the date
on which new Clifton had 100 or more beneficial owners of its stock; or (2) an affiliate or associate of new Clifton at any time after the date

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the purchase of shares by underwriters in connection with a public offering; or
the purchase of shares by any employee benefit plans of old Clifton or any subsidiary.
it does not involve an interim savings institution;
the charter of old Clifton is not changed;

each share of old Clifton stock outstanding immediately before the effective date of the transaction is to be an identical outstanding share or a treasury
share of old Clifton after such effective date; and

either: (a) no shares of voting stock of old Clifton and no securities convertible into such stock are to be issued or delivered under the plan of combination
or (b) the authorized unissued shares or the treasury shares of voting stock of old Clifton to be issued or delivered under the plan of combination, plus those
initially issuable upon conversion of any securities to be issued or delivered under such plan, do not exceed 15% of the total shares of voting stock of old
Clifton outstanding immediately before the effective date of the transaction.
the plan of merger does not make an amendment of the articles of incorporation that would be required to be approved by the shareholders;

each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same
number of shares, with identical designations, preferences, limitations, and rights, immediately after; and

the number of shares of any class or series of stock outstanding immediately after the effective time of the merger will not increase by more than 20% the
total number of voting shares outstanding immediately before the merger.
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on which new Clifton had 100 or more beneficial owners of its stock who, within the two-year period prior to the date in question, was the beneficial owner of 10% or
more of the voting power of the then-outstanding voting stock of new Clifton. A person is not an interested shareholder under the statute if the board of directors
approved in advance the transaction by which the person otherwise would have become an interested shareholder. However, in approving a transaction, the board of
directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between new Clifton and an interested shareholder generally must be recommended by the board of
directors of new Clifton and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of new
Clifton and (2) two-thirds of the votes entitled to be cast by holders of voting stock of new Clifton other than shares held by the interested shareholder with whom or
with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder. These super-majority vote requirements
do not apply if new Cliftons common shareholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration
in the same form as previously paid by the interested shareholder for its shares.
Neither the charter or bylaws of old Clifton nor the federal laws and regulations applicable to old Clifton contain a provision that restricts business combinations
between old Clifton and any interested stockholder in the manner set forth above.
Dissenters Rights of Appraisal. A federal regulation that is applicable to old Clifton generally provides that a shareholder of a federally chartered savings and
loan association that engages in a merger, consolidation or sale of all or substantially all of its assets shall have the right to demand from such institution payment of the
fair or appraised value of his or her stock in the institution, subject to specified procedural requirements. This regulation also provides, however, that the shareholders of
a federally chartered savings and loan association that is listed on a national securities exchange are not entitled to dissenters rights in connection with a merger if the
shareholder is required to accept only qualified consideration for his or her stock, which is defined to include cash, shares of stock of any institution or corporation
which at the effective date of the merger will be listed on a national securities exchange or quoted on Nasdaq or any combination of such shares of stock and cash.
Under Maryland law, shareholders of new Clifton have the right to dissent from any plan of merger or consolidation to which new Clifton is a party, and to
demand payment for the fair value of their shares unless the articles of incorporation provide otherwise. New Cliftons articles of incorporation do not provide otherwise.
Evaluation of Offers; Other Corporate Constituencies. The articles of incorporation of new Clifton provide that its directors, in discharging their duties to new
Clifton and in determining what they reasonably believe to be in the best interest of new Clifton, may, in addition to considering the effects of any action on
shareholders, consider any of the following: (a) the economic effect, both immediate and long-term, upon new Cliftons shareholders, including shareholders, if any,
choosing not to participate in the transaction; (b) effects, including any social and economic effects on the employees, suppliers, creditors, depositors and customers of,
and others dealing with, new Clifton and its subsidiaries and on the communities in which new Clifton and its subsidiaries operate or are located; (c) whether the
proposal is acceptable based on the historical and current operating results or financial condition of new Clifton; (d) whether a more favorable price could be obtained
for new Cliftons stock or other securities in the future; (e) the reputation and business practices of the offer or and its management and affiliates as they would affect the
employees; (f) the future value of the stock or any other securities of new Clifton; and (g) any antitrust or other legal and regulatory issues that are raised by the
proposal. If on the basis of these factors the board of directors determines that any proposal or offer to acquire new Clifton is not in the best interest of new Clifton, it
may reject such proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors shall have no obligation to facilitate,
remove any barriers to, or refrain from impeding the proposal or offer.
By having these standards in the articles of incorporation of new Clifton, the board of directors may be in a stronger position to oppose such a transaction if the
board of directors concludes that the transaction would not be in the best interest of new Clifton, even if the price offered is significantly greater than the market price of
any equity security of new Clifton.
The current charter of old Clifton does not contain a similar provision.

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Amendment of Governing Instruments. No amendment of the charter of old Clifton may be made unless it is first proposed by the board of directors, then
preliminarily approved by the Federal Reserve Board, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. The
articles of incorporation of new Clifton generally may be amended by the holders of a majority of the shares entitled to vote, provided that any amendment of Section C
of Article Sixth (limitation on common stock voting rights), Section B of Article Seventh (classification of board of directors), Sections F and J of Article Eighth
(amendment of bylaws and elimination of director and officer liability) and Article Tenth (amendment of certain provisions of the Articles), must be approved by the
affirmative vote of the holders of at least 75% of the outstanding shares entitled to vote, except that the board of directors may amend the articles of incorporation
without any action by the shareholders to the fullest extent allowed under Maryland law.
The bylaws of old Clifton may be amended in a manner consistent with regulations of the Federal Reserve Board and shall be effective after (1) approval of the
amendment by a majority vote of the authorized board of directors, or by a majority of the votes cast by the shareholders of old Clifton at any legal meeting and
(2) receipt of applicable regulatory approval. The bylaws of new Clifton may be amended by the affirmative vote of a majority of the directors or by the vote of the
holders of not less than 75% of the votes entitled to be cast by holders of the capital stock of new Clifton entitled to vote generally in the election of directors
(considered for this purpose as one class) at a meeting of the shareholders called for that purpose at which a quorum is present (provided that notice of such proposed
amendment is included in the notice of such meeting).
Restrictions on Acquisition of New Clifton
General
Certain provisions in the articles of incorporation and bylaws of new Clifton may have antitakeover effects. In addition, regulatory restrictions may make it more
difficult for persons or companies to acquire control of us.
Articles of Incorporation and Bylaws of New Clifton
Although our board of directors is not aware of any effort that might be made to obtain control of us after the offering, the board of directors believed it
appropriate to adopt certain provisions permitted by federal and state regulations that may have the effect of deterring a future takeover attempt that is not approved by
our board of directors. The following description of these provisions is only a summary and does not provide all of the information contained in our articles of
incorporation and bylaws. See Where You Can Find More Information as to where to obtain a copy of these documents.
Limitation on Voting Rights. Our articles of incorporation provide that in no event will any record owner of any outstanding common stock which is beneficially
owned, directly or indirectly, by a person who, as of any record date for the determination of shareholders entitled to vote on any matter, beneficially owns in excess of
10% of the then-outstanding shares of common stock, be entitled, or permitted to any vote in respect of the shares held in excess of such 10% limit. This limitation does
not apply to any director or officer acting solely in their capacities as directors and officers, or any employee benefit plans of new Clifton or any subsidiary or a trustee
of a plan.
Board of Directors.
Classified Board . Our board of directors is divided into three classes as nearly as equal in number as possible. The shareholders elect one class of directors each
year for a term of three years. The classified board makes it more difficult and time consuming for a shareholder group to fully use its voting power to gain control of the
board of directors without the consent of the incumbent board of directors of new Clifton.
Filling of Vacancies; Removal . Our bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the
number of directors, may be filled only by a vote of a majority of the directors then in office. A person elected to fill a vacancy on the board of directors will serve for
the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor shall have been elected and qualified. Our bylaws
provide that a director may be removed from the board of directors before the expiration of his or her term only for cause and only upon the vote of a majority of the
shares entitled to vote in the election of directors. These provisions make it more difficult for shareholders to remove directors and replace them with their own
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Qualification . Our bylaws provide that to be eligible to serve on the board of directors a person must not: (1) be under indictment for, or ever have been
convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) be a person
against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final
and not subject to appeal, or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a
fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or
any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. These provisions contained in our bylaws may prevent
shareholders from nominating themselves or persons of their choosing for election to the board of directors.
Prohibition of Cumulative Voting. Our articles of incorporation provide that no shares will be entitled to cumulative voting. The elimination of cumulative voting
makes it more difficult for a shareholder group to elect a director nominee.
Special Meetings of Shareholders. Our shareholders must act only through an annual or special meeting. Special meetings of shareholders may only be called by
the Chairman, the Chief Executive Officer, by two-thirds of the total number of directors or by the Secretary upon the written request of the holders of a majority of all
the shares entitled to vote at a meeting. The limitations on the calling of special meetings of shareholders may have the effect of delaying consideration of a shareholder
proposal until the next annual meeting.
Amendment of Articles of Incorporation. Our articles of incorporation provide that certain amendments to our articles of incorporation relating to a change in
control of us must be approved by at least 75% of the outstanding shares entitled to vote.
Amendment of Bylaws. Our articles of incorporation provide that our bylaws may not be adopted, repealed, altered, amended or rescinded by stockholders except
by the affirmative vote of the holders of at least 75% of the voting stock.
Advance Notice Provisions for Shareholder Nominations and Proposals. Our bylaws establish an advance notice procedure for shareholders to nominate
directors or bring other business before an annual meeting of shareholders. A person may not be nominated for election as a director unless that person is nominated by
or at the direction of our board of directors or by a shareholder who has given appropriate notice to us before the meeting. Similarly, a shareholder may not bring
business before an annual meeting unless the shareholder has given us appropriate notice of the shareholders intention to bring that business before the meeting. Our
Secretary must receive notice of the nomination or proposal not less than 90 days before the date of the annual meeting; provided, however, that if less than 100 days
notice of prior public disclosure of the date of the meeting is given or made to the shareholders, notice by the shareholder to be timely must be received not later than the
close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A
shareholder who desires to raise new business must provide us with certain information concerning the nature of the new business, the shareholder, the shareholders
ownership of new Clifton and the shareholders interest in the business matter. Similarly, a shareholder wishing to nominate any person for election as a director must
provide us with certain information concerning the nominee and the proposing shareholder.
Advance notice of nominations or proposed business by shareholders gives our board of directors time to consider the qualifications of the proposed nominees,
the merits of the proposals and, to the extent deemed necessary or desirable by our board of directors, to inform shareholders and make recommendations about those
matters.
Authorized but Unissued Shares of Capital Stock. Following the offering, we will have authorized but unissued shares of common and preferred stock. Our
articles of incorporation authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms
and rights of the series, including voting rights, dividend rights, conversion and redemption rates, and liquidation preferences. Such shares of common and preferred
stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy
contest or otherwise.
Regulatory Restrictions
Maryland Corporate Law and Business Combinations with Interested Stockholders. Under Maryland law, business combinations between new Clifton and an
interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an
interested shareholder. These

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business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock
issuances and transfers, liquidation plans and reclassifications involving interested shareholders and their affiliates or issuance or reclassification of equity securities.
Maryland law defines an interested shareholder as: (1) any person who beneficially owns 10% or more of the voting power of new Cliftons voting stock after the date
on which new Clifton had 100 or more beneficial owners of its stock; or (2) an affiliate or associate of new Clifton at any time after the date on which new Clifton had
100 or more beneficial owners of its stock who, within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of
the then-outstanding voting stock of new Clifton. A person is not an interested shareholder under the statute if the board of directors approved in advance the transaction
by which the person otherwise would have become an interested shareholder. However, in approving a transaction, the board of directors may provide that its approval is
subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between new Clifton and an interested shareholder generally must be recommended by the board of
directors of new Clifton and approved by the affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of new
Clifton and (2) two-thirds of the votes entitled to be cast by holders of voting stock of new Clifton other than shares held by the interested shareholder with whom or
with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder. These super-majority vote requirements
do not apply if new Cliftons common shareholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration
in the same form as previously paid by the interested shareholder for its shares.
Federal Reserve Board Regulations. Federal Reserve Board regulations provide that for a period of three years following the date of the completion of the
offering, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial
ownership of more than 10% of a class of our equity securities without the prior written approval of the Federal Reserve Board. Where any person acquires beneficial
ownership of more than 10% of a class of our equity securities without the prior written approval of the Federal Reserve Board, the securities beneficially owned by such
person in excess of 10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the shareholders for a vote, and will not
be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the shareholders for a vote.
The acquisition of 10% or more of our outstanding common stock may trigger provisions of the Bank Holding Company Act, the Change in Bank Control Act of
1978, the Federal Reserve Boards Regulation Y and Office of the Comptroller of the Currency regulations. The Federal Reserve Board and Office of the Comptroller of
the Currency also require persons who at any time intend to acquire control of a federally chartered savings association or its holding company to provide 60 days prior
written notice and certain financial and other information to the Federal Reserve Board and the Office of the Comptroller of the Currency.
The 60-day notice period does not commence until the information is deemed to be substantially complete. Control for these purposes exists in situations in which
the acquiring party has voting control of at least 25% of any class of our voting stock or the power to direct our management or policies. However, under Federal
Reserve Board and Office of the Comptroller of the Currency regulations, control is presumed to exist where the acquiring party has voting control of at least 10% of
any class of our voting securities if specified control factors are present. The statute and underlying regulations authorize the Federal Reserve Board and the Office of
the Comptroller of the Currency to disapprove a proposed acquisition on certain specified grounds.

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Description of New Clifton Capital Stock

General
New Clifton is authorized to issue 85,000,000 shares of common stock having a par value of $0.01 per share and 10,000,000 shares of preferred stock having a
par value of $0.01. Each share of new Cliftons common stock has the same relative rights as, and is identical in all respects with, each other share of common stock.
Upon payment of the purchase price for the common stock, as required by the plan of conversion, all stock will be duly authorized, fully paid and nonassessable. New
Clifton will not issue any shares of preferred stock in the conversion and offering.
Common Stock
Dividends. New Clifton can pay dividends if, as and when declared by its board of directors. The payment of dividends by new Clifton is limited by law and
applicable regulation. See Our Dividend Policy. The holders of common stock of new Clifton will be entitled to receive and share equally in dividends declared by
the board of directors of new Clifton. If new Clifton issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock
with respect to dividends.
Voting Rights. The holders of common stock of new Clifton will possess exclusive voting rights in new Clifton. They will elect new Cliftons board of directors
and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the board of directors. Except as discussed
in Restrictions on Acquisition of New Clifton, each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the
election of directors. If new Clifton issues preferred stock, holders of new Clifton preferred stock may also possess voting rights.
Liquidation. If there is any liquidation, dissolution or winding up of Clifton Savings Bank, new Clifton, as the sole holder of Clifton Savings Banks capital stock,
would be entitled to receive all of Clifton Savings Banks assets available for distribution after payment or provision for payment of all debts and liabilities of Clifton
Savings Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of new Clifton, the holders of its common stock would be
entitled to receive all of the assets of new Clifton available for distribution after payment or provision for payment of all its debts and liabilities. If new Clifton issues
preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.
Preemptive Rights; Redemption. Holders of the common stock of new Clifton will not be entitled to preemptive rights with respect to any shares that may be
issued. The common stock cannot be redeemed.
Preferred Stock
New Clifton will not issue any preferred stock in the conversion and offering and it has no current plans to issue any preferred stock after the conversion and
offering. Preferred stock may be issued with designations, powers, preferences and rights as the board of directors may from time to time determine. The board of
directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of the
holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

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The common stock of new Clifton represents nonwithdrawable capital, is not an account of any type, and is not insured by
the Federal Deposit Insurance Corporation or any other government agency.
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Transfer Agent and Registrar
The transfer agent and registrar for the common stock of new Clifton will be Registrar and Transfer Company, Cranford, New Jersey.
Registration Requirements
In connection with the conversion and offering, we will register our common stock with the Securities and Exchange Commission under Section 12(b) of the
Securities Exchange Act of 1934, as amended, and will not deregister our common stock for a period of at least three years following the conversion and offering. As a
result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will
apply.
Legal and Tax Opinions
The legality of our common stock has been passed upon for us by Kilpatrick Townsend & Stockton LLP, Washington, D.C. The federal income tax consequences
of the conversion have been opined upon by Kilpatrick Townsend & Stockton LLP. BDO USA, LLP has provided an opinion to us regarding the New Jersey income tax
consequences of the conversion. Kilpatrick Townsend & Stockton LLP and BDO USA, LLP have consented to the references to their opinions in this prospectus.
Certain legal matters will be passed upon for Sandler ONeill & Partners, L.P. by Arnold & Porter LLP, New York, New York.
Experts
The consolidated financial statements of old Clifton and subsidiary as of March 31, 2013 and 2012, and for each of the years in the three-year period ended
March 31, 2013, have been included in this prospectus in reliance upon the report of ParenteBeard LLC, an independent registered public accounting firm, which is
included in this prospectus and upon the authority of said firm as experts in accounting and auditing.
RP Financial has consented to the summary in this prospectus of its report to us setting forth its opinion as to our estimated pro forma market value and to the use
of its name and statements with respect to it appearing in this prospectus.
Change in Accountants
On June 26, 2013, the Audit/Compliance Committee of old Cliftons board of directors voted to dismiss ParenteBeard LLC, the independent auditors for old
Clifton, effective as of June 26, 2013.
The audit reports of ParenteBeard LLC on the consolidated financial statements of old Clifton for the years ended March 31, 2013 and 2012 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended March 31,
2013 and 2012 and through the subsequent interim period preceding June 26, 2013, there were no disagreements between old Clifton and ParenteBeard LLC on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of
ParenteBeard LLC would have caused them to make reference thereto in their reports on old Cliftons financial statements for such years.
On June 26, 2013, the Audit/Compliance Committee of old Cliftons board of directors engaged BDO USA, LLP as old Cliftons independent registered public
accounting firm. During the years ended March 31, 2013 and 2012 and the subsequent interim period preceding the engagement of BDO USA, LLP, old Clifton did not
consult with BDO USA, LLP regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit
opinion that might be rendered on old Cliftons financial statements, and BDO USA, LLP did not provide any written report or oral advice that BDO USA, LLP
concluded was an important factor considered by old Clifton in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that
was either the subject of a disagreement with ParenteBeard LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure or the subject of a reportable event.

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Where You Can Find More Information
We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common
stock offered in the offering. This prospectus forms a part of the registration statement. The registration statement, including the exhibits, contains additional relevant
information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the
registration statement from this prospectus. You may read and copy the registration statement at the Securities and Exchange Commissions public reference room at
100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and
Exchange Commissions public reference room. The registration statement also is available to the public from commercial document retrieval services and at the
Internet World Wide Web site maintained by the Securities and Exchange Commission at http://www.sec.gov.
Clifton MHC has filed an application for approval of the plan of conversion with the Federal Reserve Board. This prospectus omits certain information contained
in the application. The application may be inspected, without charge, at the offices of the Board of Governors of the Federal Reserve Board System, 20
th
Street and
Constitution Avenue, NW, Washington, DC 20551 and at the Federal Reserve Board Bank of Philadelphia, Ten Independence Mall, Philadelphia, Pennsylvania 19106.
A copy of the plan of conversion is available without charge from Clifton Savings Bank by contacting the Stock Information Center.
The appraisal report of RP Financial has been filed as an exhibit to our registration statement and to our application to the Federal Reserve Board. Portions of the
appraisal report were filed electronically with the Securities and Exchange Commission and are available on its Web site as described above. The entire appraisal report
is available at the public reference room of the Securities and Exchange Commission and the offices of the Federal Reserve Board as described above.

131
Table of Contents
Index to Financial Statements of Old Clifton

All schedules are omitted as the required information either is not applicable or is included in the financial statements or related notes.
Separate financial statements for new Clifton. have not been included in this prospectus because new Clifton, which has engaged only in organizational activities
to date, has no significant assets, contingent or other liabilities, revenues or expenses.

132
Page
Report of Independent Registered Public Accounting Firm F-1
Consolidated Statements of Financial Condition at September 30, 2013 (unaudited) and March 31, 2013, and 2012 F-2
Consolidated Statements of Income for the Six Months Ended September 30, 2013, and 2012 (unaudited) and for the Years Ended March 31, 2013, 2012 and
2011 F-3
Consolidated Statements of Comprehensive Income for the Six Months Ended September 30, 2013 and 2012 (unaudited) and for the Years Ended March 31,
2013, 2012 and 2011 F-4
Consolidated Statements of Changes in Stockholders Equity for the Years Ended March 31, 2013, 2012 and 2011 and for the Six Months Ended
September 30, 2013 (unaudited) F-5
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2013 and 2012 (unaudited) and the Years Ended March 31, 2013, 2012 and
2011 F-7
Notes to Consolidated Financial Statements F-9
Table of Contents

R EPORT OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM
To the Board of Directors and Stockholders of
Clifton Savings Bancorp, Inc. and Subsidiaries
Clifton, New Jersey
We have audited the accompanying consolidated statements of financial condition of Clifton Savings Bancorp, Inc. and Subsidiaries (collectively the
Company) as of March 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in stockholders equity and cash flows
for each of the years in the three-year period ended March 31, 2013. The Companys management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Clifton Savings
Bancorp, Inc. and Subsidiaries as of March 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the years in the three-year
period ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Clifton Savings Bancorp, Inc. and
Subsidiaries internal control over financial reporting as of March 31, 2013, based on the criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 6, 2013 expressed an unqualified opinion.

Clark, New Jersey
June 6, 2013

F-1
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF F INANCIAL C ONDITION
(In Thousands, Except Share and Per Share Data)

See notes to consolidated financial statements.


F-2
September 30, March 31,
2013 2013 2012
(Unaudited)
ASSETS
Cash and due from banks $ 7,780 $ 15,048 $ 11,534
Interest-bearing deposits in other banks 7,032 10,848 28,723

Cash and Cash Equivalents 14,812 25,896 40,257
Securities available for sale, at fair value 4,181 15,399 70,195
Securities held to maturity, at cost (fair value of $454,229, $479,339 and $521,449 at September 30,
2013, March 31, 2013 and March 31, 2012, respectively) 451,842 462,728 504,014
Loans receivable 557,400 459,312 438,923
Allowance for loan losses (2,950 ) (2,500 ) (2,090 )

Net Loans 554,450 456,812 436,833

Bank owned life insurance 36,017 35,499 27,577
Premises and equipment 7,597 7,841 8,075
Federal Home Loan Bank of New York stock 5,639 3,897 5,127
Interest receivable 3,266 3,177 3,927
Real estate owned 405 215 139
Other assets 4,657 4,620 5,296

Total Assets $ 1,082,866 $ 1,016,084 $ 1,101,440

LIABILITIES AND STOCKHOLDERS EQUITY
Liabilities
Deposits:
Non-interest bearing $ 16,079 $ 13,228 $ 7,997
Interest bearing 775,308 750,464 818,278

Total Deposits 791,387 763,692 826,275
Advances from Federal Home Loan Bank of New York 92,500 52,500 78,679
Advance payments by borrowers for taxes and insurance 5,655 5,071 5,139
Other liabilities and accrued expenses 4,803 7,493 4,886

Total Liabilities 894,345 828,756 914,979

Commitments and Contingencies
Stockholders Equity
Preferred stock ($.01 par value), 1,000,000 shares authorized; shares issued or outstanding none
Common stock ($.01 par value), 75,000,000 shares authorized; 30,530,470 shares issued, 26,248,040,
26,166,652 and 26,138,138 shares outstanding at September 30, 2013, March 31, 2013 and March 31,
2012, respectively. 305 305 305
Paid-in capital 136,356 136,154 135,965
Deferred compensation obligation under Rabbi Trust 303 292 273
Retained earnings 102,348 102,292 101,835
Treasury stock, at cost; 4,282,430, 4,363,818 and 4,393,332 shares at September 30, 2013, March 31, 2013
and March 31, 2012, respectively. (46,222 ) (47,067 ) (47,363 )
Common stock acquired by Employee Stock Ownership Plan (ESOP) (3,847 ) (4,213 ) (4,946 )
Accumulated other comprehensive (loss) income (455 ) (188 ) 619
Stock held by Rabbi Trust (267 ) (247 ) (227 )

Total Stockholders Equity 188,521 187,328 186,461

Total Liabilities and Stockholders Equity $ 1,082,866 $ 1,016,084 $ 1,101,440

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF I NCOME
(In Thousands, Except Share and Per Share Data)

See notes to consolidated financial statements.


F-3

Six Months
Ended September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Interest Income
Loans $ 9,962 $ 9,878 $ 19,441 $ 20,812 $ 22,725
Mortgage-backed securities 5,330 6,662 12,710 14,141 15,873
Debt securities 1,123 1,865 3,018 5,838 5,946
Other interest-earning assets 82 125 224 283 396

Total Interest Income 16,497 18,530 35,393 41,074 44,940

Interest Expense
Deposits 4,042 5,170 9,477 12,645 14,865
Advances 986 1,330 2,360 3,504 4,380

Total Interest Expense 5,028 6,500 11,837 16,149 19,245

Net Interest Income 11,469 12,030 23,556 24,925 25,695
Provision for Loan Losses 536 292 762 247 102

Net Interest Income after Provision for Loan
Losses 10,933 11,738 22,794 24,678 25,593

Non-Interest Income
Fees and service charges 119 112 212 213 212
Bank owned life insurance 518 433 922 862 879
Gain on sale of securities 566 647 647 872
Net (loss) gain on sale and disposal of premises and
equipment (3 ) (9 ) 327
Loss on extinguishment of debt (527 ) (527 )
Loss on write-down of land held for sale (99 ) (99 ) (156 ) (397 )
Other 1 1 2 3 16

Total Non-Interest Income 1,204 567 1,154 913 1,909

Non-Interest Expenses
Salaries and employee benefits 4,089 3,712 7,405 7,055 6,773
Occupancy expense of premises 777 719 1,510 1,359 1,643
Equipment 612 560 1,206 1,090 1,051
Directors compensation 439 371 845 732 760
Advertising 151 113 247 213 279
Legal 74 91 175 569 494
Federal deposit insurance premium 243 258 498 538 884
Other 912 979 2,025 1,983 1,930

Total Non-Interest Expenses 7,297 6,803 13,911 13,539 13,814

Income before Income Taxes 4,840 5,502 10,037 12,052 13,688
Income Taxes 1,687 1,934 3,427 4,175 4,876

Net Income $ 3,153 $ 3,568 $ 6,610 $ 7,877 $ 8,812

Net Income per Common Share
Basic $ 0.12 $ 0.14 $ 0.26 $ 0.31 $ 0.34

Diluted $ 0.12 $ 0.14 $ 0.26 $ 0.31 $ 0.34

Dividends per common share $ 0.12 $ 0.12 $ 0.24 $ 0.24 $ 0.24

Weighted Average Number of Common Shares and
Common Stock Equivalents Outstanding:
Basic 25,833,659 25,662,903 25,685,685 25,607,442 25,579,989

Diluted 26,077,428 25,679,503 25,769,538 25,625,250 25,586,694

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF C OMPREHENSIVE I NCOME
(In Thousands)


See notes to consolidated financial statements.


F-4

Six Months
Ended September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Net income $ 3,153 $ 3,568 $ 6,610 $ 7,877 $ 8,812

Other comprehensive (loss):
Gross unrealized holding (loss) gain on securities available for sale, net of income taxes of $81, $54,
$178, ($43) and $245, respectively (118 ) (76 ) (258 ) 26 (368 )
Reclassification adjustment for gross realized holding (gain) on securities available for sale, net of
income tax of $120, $264, $264, $0 and $348, respectively (A) (175 ) (383 ) (383 ) (524 )
Benefit plans, net of income taxes of ($18), ($14), $115, $181 and $52, respectively (B) 26 18 (166 ) (257 ) (78 )

Total other comprehensive (loss) (267 ) (441 ) (807 ) (231 ) (970 )

Total comprehensive income $ 2,886 $ 3,127 $ 5,803 $ 7,646 $ 7,842

(A) Net realized gain and related income taxes are included in the consolidated statements of income within the gain on sale of securities and income taxes lines,
respectively.
(B) Benefit plan amounts represent the amortization of past service cost and unrecognized net loss; such amounts are included in the consolidated statements of
income within the directors compensation line. The related income tax amounts are included in income taxes.
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF C HANGES IN S TOCKHOLDERS E QUITY
Years Ended March 31, 2013, 2012 and 2011

See notes to consolidated financial statements.


F-5

Common
Stock
Paid-In
Capital
Deferred
Compensation
Obligation Under
Rabbi Trust
Retained
Earnings
Treasury
Stock
Common Stock
Acquired
by ESOP
Accumulated
Other
Comprehensive
Income (Loss)
Stock Held
by Rabbi
Trust Total
(In Thousands, Except Share and Per Share Data)
Balance March 31, 2010 $ 305 $ 135,921 $ 233 $ 89,361 $ (45,050 ) $ (6,411 ) $ 1,820 $ (187 ) $ 175,992
Net income 8,812 8,812
Other comprehensive loss, net of income tax (970 ) (970 )
ESOP shares committed to be released (27 ) 733 706
Purchase of treasury stock 298,000 shares (2,707 ) (2,707 )
Stock option expense 166 166
Restricted stock awards earned 52 52
Funding of restricted stock awards (362 ) 362
Funding of Supplemental Executive Retirement Plan 19 23 (23 ) 19
Tax benefit from stock based compensation 2 2
Cash dividends declared ($0.24 per share) (2,106 ) (2,106 )

Balance March 31, 2011 305 135,752 252 96,067 (47,372 ) (5,678 ) 850 (210 ) 179,966
Net income 7,877 7,877
Other comprehensive loss, net of income tax (231 ) (231 )
ESOP shares committed to be released 19 732 751
Purchase of treasury stock 1,061 shares (11 ) (11 )
Stock option expense 127 127
Restricted stock awards earned 62 62
Funding of Supplemental Executive Retirement Plan (3 ) 21 20 (17 ) 21
Tax benefit from stock based compensation 8 8
Cash dividends declared ($0.24 per share) (2,109 ) (2,109 )

Balance March 31, 2012 305 135,965 273 101,835 (47,363 ) (4,946 ) 619 (227 ) 186,461
Net income 6,610 6,610
Other comprehensive loss, net of income tax (807 ) (807 )
ESOP shares committed to be released 49 733 782
Purchase of treasury stock 2,602 shares (27 ) (27 )
Stock option expense 76 76
Restricted stock awards earned 62 62
Funding of Supplemental Executive Retirement Plan 1 19 19 (20 ) 19
Tax benefit from stock based compensation 6 6
Exercise of stock options (5 ) 304 299
Cash dividends declared ($0.24 per share) (6,153 ) (6,153 )

Balance March 31, 2013 305 136,154 292 102,292 (47,067 ) (4,213 ) (188 ) (247 ) 187,328

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF C HANGES IN S TOCKHOLDERS E QUITY
Six Months Ended September 30, 2013 (Unaudited)

See notes to consolidated financial statements.


F-6

Common
Stock
Paid-In
Capital
Deferred
Compensation
Obligation Under
Rabbi Trust
Retained
Earnings
Treasury
Stock
Common Stock
Acquired by
ESOP
Accumulated
Other
Comprehensive
Income (Loss)
Stock Held
by Rabbi
Trust Total
` (In Thousands, Except Share and Per Share Data)
Balance March 31, 2013 $ 305 $ 136,154 $ 292 $ 102,292 $ (47,067 ) $ (4,213 ) $ (188 ) $ (247 ) $ 187,328
Net income 3,153 3,153
Other comprehensive loss, net of
income tax (267 ) (267 )
ESOP shares committed to be
released 80 366 446
Purchase of treasury stock 1,283
shares (15 ) (15 )
Stock option expense 25 25
Restricted stock awards earned 31 31
Funding of Supplemental Executive
Retirement Plan 11 20 (20 ) 11
Tax benefit from stock based
compensation 79 79
Exercise of stock options (13 ) 840 827
Cash dividends declared ($0.12 per
share) (3,097 ) (3,097 )

Balance September 30, 2013
(Unaudited) $ 305 $ 136,356 $ 303 $ 102,348 $ (46,222 ) $ (3,847 ) $ (455 ) $ (267 ) $ 188,521

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF C ASH F LOWS
(In Thousands)

See notes to consolidated financial statements.


F-7

Six Months
Ended September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Cash Flows From Operating Activities
Net income $ 3,153 $ 3,568 $ 6,610 $ 7,877 $ 8,812
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 323 302 627 564 528
Net amortization (accretion) of deferred fees and costs, premiums and discounts 33 (75 ) (18 ) (326 ) (202 )
Provision for loan losses 536 292 762 247 102
Net loss (gain) on sale and disposal of premises and equipment 3 9 (327 )
Realized gain on sale of securities available for sale (295 ) (647 ) (647 ) (872 )
Realized gain on sale of securities held to maturity (271 )
Loss on extinguishment of debt 527 527
Loss on write-down of land held for sale 99 99 156 397
Loss on write-down of real estate owned 11 46 46 38 50
(Increase) decrease in interest receivable (89 ) 480 750 624 (174 )
Deferred income tax (benefit) expense (407 ) (130 ) 119 (265 ) 13
Decrease (increase) in other assets 597 257 734 620 (11 )
Increase (Decrease) in accrued interest payable 41 (74 ) (115 ) (59 ) (122 )
Increase (decrease) in other liabilities 320 (450 ) (328 ) 354 80
(Increase) in cash surrender value of bank owned life insurance (518 ) (433 ) (922 ) (862 ) (879 )
ESOP shares committed to be released 446 371 782 751 706
Loss on sale of real estate owned 1 1
Restricted stock expense 31 31 62 62 52
Stock option expense 25 42 76 127 166
Increase in deferred compensation obligation under Rabbi Trust 11 9 19 21 19

Net Cash Provided by Operating Activities 3,947 4,215 9,187 9,939 8,338

Cash Flows From Investing Activities
Proceeds from calls, maturities and repayments of:
Securities available for sale 6,358 42,998 60,533 37,816 37,586
Securities held for maturity 56,728 143,334 229,071 249,104 193,492
Proceeds from sale of securities available for sale 4,659 8,827 8,827 11,070
Proceeds from sale of securities held to maturity 5,579
Proceeds from sale of premises and equipment 493
Redemptions of Federal Home Loan Bank of New York stock 58 1,774 2,130 847 1,263
Purchases of:
Securities available for sale (15,000 ) (15,000 ) (70,004 ) (15,000 )
Securities held for maturity (54,303 ) (96,680 ) (184,835 ) (219,776 ) (290,618 )
Loans receivable (50,171 ) (26,695 ) (48,600 ) (20,788 ) (1,817 )
Bank owned life insurance (7,000 ) (3,000 )
Premises and equipment (79 ) (89 ) (396 ) (373 ) (515 )
Federal Home Loan Bank of New York stock (1,800 ) (675 ) (900 ) (80 )
Net (increase) decrease in loans receivable (48,133 ) 8,233 27,762 25,383 37,213
Proceeds from sale of real estate owned 92 135

Net Cash (Used in) Provided by Investing Activities (81,104 ) 66,027 71,684 2,344 (29,913 )

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

C ONSOLIDATED S TATEMENTS OF C ASH F LOWS
(In Thousands)



See notes to consolidated financial statements.


F-8

Six Months
Ended September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Cash Flows From Financing Activities
Net increase (decrease) in deposits $ 27,695 $ (43,629 ) $ (62,583 ) $ (11,110 ) $ 79,233
Net increase in short-term advances from Federal Home Loan Bank of New York 15,000
Proceeds from long-term advances from Federal Home Loan Bank of New York 25,000 5,000
Payments on advances from Federal Home Loan Bank of New York (23,819 ) (31,706 ) (16,989 ) (28,069 )
Net increase (decrease) in payments by borrowers for taxes and insurance 584 (160 ) (68 ) 116 (170 )
Exercise of stock options 827 299
Dividends paid (3,097 ) (3,076 ) (6,153 ) (2,109 ) (2,106 )
Purchase of treasury stock (15 ) (12 ) (27 ) (11 ) (2,707 )
Income tax benefit from stock based compensation 79 5 6 8 2

Net Cash Provided by (Used in) Financing Activities 66,073 (70,691 ) (95,232 ) (30,095 ) 46,183

Net (Decrease) Increase in Cash and Cash Equivalents (11,084 ) (449 ) (14,361 ) (17,812 ) 24,608
Cash and Cash Equivalents Beginning 25,896 40,257 40,257 58,069 33,461

Cash and Cash Equivalents Ending $ 14,812 $ 39,808 $ 25,896 $ 40,257 $ 58,069

Supplemental Information:
Cash Paid During the Period for:
Interest on deposits and borrowings $ 4,987 $ 6,574 $ 11,952 $ 16,208 $ 19,367

Income taxes paid $ 2,147 $ 3,052 $ 3,995 $ 4,717 $ 4,909

Non cash activities:
Reclass property from premises and equipment to land held for sale included in other
assets $ $ $ $ $ 1,157

Transfer from loans receivable to real estate owned $ 201 $ 215 $ 215 $ 177 $ 186

Amount due (settled with) brokers for security purchases $ (3,050 ) $ 1,925 $ 3,050 $ $

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES
Basis of Consolidated Financial Statement Presentation
The consolidated financial statements include the accounts of the Clifton Savings Bancorp, Inc. (the Company), the Companys wholly-owned subsidiary, Clifton
Savings Bank (the Bank), and the Banks wholly-owned subsidiary, Botany Inc. (Botany). All significant intercompany accounts and transactions have been
eliminated in consolidation.
A majority of the outstanding shares of the Companys common stock is owned by Clifton MHC, the mutual holding company of Clifton Savings Bank.
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). In
preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of
the consolidated statement of financial condition dates and revenues and expenses for the periods then ended. Actual results could differ significantly from those
estimates.
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 855, Subsequent Events, the Company has
evaluated events and transactions occurring subsequent to March 31, 2013 for items that should potentially be recognized or disclosed in these consolidated financial
statements. The evaluation was conducted through the date these consolidated financial statements were issued.
Use of Estimates
Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, the identification of other-than-
temporary impairment on securities, the determination of the liabilities and expenses of the defined benefit plans, the determination of the amount of deferred tax assets
which are more likely than not to be realized and the estimation of fair value measurements of the Companys financial instruments. Management believeds that the
allowance for loan losses is adequate, the evaluation of other-than-temporary impairment of securities is performed in accordance with GAAP, the liabilities and
expenses for the defined benefit plans that are based upon actuarial assumptions of future events are reasonable, fair value measurements are reasonable, and all deferred
tax assets are more likely than not to be recognized. While management uses available information to recognize losses on loans, future additions to the allowance for
loan losses may be necessary based on changes in economic conditions in the market area. In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Banks allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance for loan
losses based on their judgments about information available to them at the time of their examinations. Management uses its best judgment in estimating fair value
measurements of the Companys financial instruments; however, there are inherent weaknesses in any estimation technique. Management utilizes various assumptions
and valuation techniques to determine fair value, including, but not limited to cash flows, discount rates, rate of return, adjustments for nonperformance and liquidity,
quoted market prices, and appraisals. The fair value estimates are not necessarily indicative of the actual amounts the Company could have realized in a sales transaction
on the dates indicated. The estimated fair value amounts have not been re-evaluated or updated subsequent to those respective dates. As such, the estimated fair values
subsequent to the respective dates may be different than the amounts reported. Finally, the determination of the amount of deferred tax assets more likely than not to be
realized is dependent on projections of future earnings, which are subject to frequent change.
Business of the Company and Subsidiaries
The Companys primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business of attracting deposits from the general
public at its twelve locations in northern New Jersey and using these deposits, together with other funds, to invest in securities and to make loans collateralized by
residential and commercial real estate and, to a lesser extent, consumer loans. The Banks subsidiary, Botany, was organized in December 2004 under New Jersey law as
a New Jersey Investment Company primarily to hold investment and mortgage-backed securities.


F-9
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES (C ONTINUED )

Cash and Cash Equivalents
Cash and cash equivalents include cash and amounts due from banks and interest-bearing deposits in other banks with original maturities of three months or less.
Securities
In accordance with applicable accounting standards, investments in debt securities over which there exists a positive intent and ability to hold to maturity are classified
as held to maturity securities and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling them in the near
term are classified as trading securities and reported at fair value, with unrealized holding gains or losses included in earnings. Debt and equity securities not classified
as trading securities nor as held to maturity securities are classified as available for sale securities and reported at fair value, with unrealized holding gain or losses, net of
applicable deferred income taxes, reported in the accumulated other comprehensive income component of stockholders equity. The Company had no trading securities
at September 30, 2013 (unaudited), and March 31, 2013 and 2012.
An individual security is considered impaired when the fair value of such security is less than its amortized cost. Management evaluates all securities with unrealized
losses quarterly to determine if such impairments are temporary or other-than-temporary in accordance with applicable accounting guidance. The Company accounts
for temporary impairments based upon security classification as either available for sale or held to maturity. Temporary impairments on available for sale securities are
recognized on a tax-effected basis, through other comprehensive income with offsetting entries adjusting the carrying value of the securities and the balance of deferred
income taxes. Temporary impairments of held to maturity securities are not recognized in the consolidated financial statements. Information concerning the amount and
duration of impairments on securities is disclosed in the notes to the consolidated financial statements.
Other-than-temporary impairments on debt securities that the Company has decided to sell or will more likely than not be required to sell prior to the full recovery of
their fair value to a level to, or exceeding, amortized cost are recognized in earnings. Otherwise, the other-than-temporary impairment is bifurcated into credit related
and noncredit-related components. The credit related impairment generally represents the amount by which the present value of the cash flows expected to be collected
on a debt security falls below its amortized cost. The noncredit-related component represents the remaining portion of the impairment not otherwise designated as credit-
related. Credit related other-than-temporary impairments are recognized in earnings while noncredit-related other-than-temporary impairments are recognized, net of
deferred income taxes, in other comprehensive income.
Discounts and premiums on all securities are accreted or amortized to maturity by use of the level-yield method. Gain or loss on sales of securities is based on the
specific identification method.
Concentration of Credit Risk
Financial instruments which potentially subject the Company, Bank and Botany to concentrations of credit risk consist of cash and cash equivalents, investment and
mortgage-backed securities and loans. Cash and cash equivalents include amounts placed with highly rated financial institutions. Securities available for sale and held to
maturity consist of investment and mortgage-backed securities backed by the U.S. Government and investment grade corporate bonds. The Banks lending activity is
primarily concentrated in loans collateralized by real estate in the State of New Jersey. As a result, credit risk is broadly dependent on the real estate market and general
economic conditions in the State.
Loans Receivable
Loans receivable which the Bank has the intent and ability to hold until maturity or loan pay-off are stated at unpaid principal balances, plus purchase premiums and net
deferred loan origination costs. Interest is calculated by use of the simple interest method.


F-10
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES (C ONTINUED )
Loans Receivable (Continued)

Recognition of interest by the accrual method is generally discontinued when interest or principal payments are ninety days or more in arrears, or when other factors
indicate that the collection of such amounts is doubtful. At the time a loan is placed on nonaccrual status, an allowance for uncollected interest is recorded in the current
period for previously accrued and uncollected interest. Interest on such loans, if appropriate, is recognized as income when payments are received. A loan is returned to
accrual status when there is sustained consecutive period of repayment performance (generally six consecutive months) by the borrower in accordance with the
contractual terms of the loan, or in some circumstances, when the factors indicating doubtful collectability no longer exist and the Bank expects repayment of the
remaining contractual amounts due.
Allowance for Loan Losses
An allowance for loan losses is maintained at a level considered necessary to provide for loan losses based upon an evaluation of known and inherent losses in the loan
portfolio. Management of the Bank, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume
of its loan activities, along with the local economic and real estate market conditions. The Bank utilizes a two-tier approach: (1) identification of loans that must be
reviewed individually for impairment, and (2) establishment of a general valuation allowance on the remainder of its loan portfolio. The Bank maintains a loan review
system which allows for a periodic review of its loan portfolio and the early identification of impaired loans. The Bank considers one- to four-family real estate,
construction real estate, second mortgage loans, home equity lines of credit and passbook loans to be homogeneous and, therefore, does not separately evaluate them for
impairment unless they are considered troubled debt restructurings. A loan is considered to be a troubled debt restructuring when, to maximize the recovery of the loan,
the Company modifies the borrowers existing loan terms and conditions in response to financial difficulties experienced by the borrower.
When evaluating loans for impairment, management takes into consideration, among other things, delinquency status, size of loans, types of collateral and financial
condition of borrowers. A loan is deemed to be impaired when, based on current information and events, it is probable that a creditor will be unable to collect all
amounts under the contractual terms of the loan agreement. All loans identified as impaired are evaluated individually. The Bank does not aggregate such loans for
evaluation purposes. Loan impairment is measured based on the present value of expected future cash flows discounted at the loans effective interest rate or, as a
practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral dependent. Payments received on impaired loans are
recognized as interest income and then applied to principal.
General loan loss allowances are based upon a combination of factors including, but not limited to, historical loss rates, composition of the loan portfolio, current
economic conditions and managements judgment. Regardless of the extent of the analysis of customer performance, portfolio evaluations, trends or risk management
processes established, certain inherent, but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining
information regarding a customers financial condition or changes in their financial condition, the judgmental nature of individual loan evaluations, collateral
assessments and the interpretation of economic trends, and the sensitivity of assumptions utilized to establish allocated allowances for homogeneous groups of loans
among other factors. These other risk factors are continually reviewed and revised by management using relevant information available at the time of the evaluation.
Loan Origination Fees and Costs
The Bank defers loan origination fees and certain direct loan origination costs and initially amortizes such amounts, using the interest method, as an adjustment of yield
over the contractual lives of the related loans. The Bank anticipates prepayments within its loan portfolio and adjusts the amortization of origination fees and costs
accordingly using an annually adjusted prepayment factor.


F-11
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES (C ONTINUED )

Federal Home Loan Bank of New York Stock
As a member of the Federal Home Loan Bank of New York (FHLB), the Bank is required to acquire and hold shares of FHLB Class B stock. The Banks holding
requirement varies based on the Banks activities, primarily its outstanding borrowings, with the FHLB. The Banks investment in FHLB stock is carried at cost. The
Bank conducts a periodic review and evaluation of its FHLB stock to determine if any impairment exists. Management has determined that no other-than-temporary
impairment existed as of and during the six months September 30, 2013 (unaudited), and the years ended March 31, 2013 and 2012.
Bank Owned Life Insurance
Bank owned life insurance (BOLI) is accounted for using the cash surrender value method and is recorded at its realizable value. The change in the net asset value is
recorded as non-interest income.
Premises and equipment are comprised of land, at cost, and land improvements, buildings and improvements, furnishings and equipment and leasehold improvements, at
cost, less accumulated depreciation and amortization. Depreciation and amortization charges are computed on the straight-line method over the following estimated
useful lives:

Significant renovations and additions are capitalized as part of premises and equipment account. Maintenance and repairs are charged to operations as incurred.
Real Estate Owned
Real estate acquired through foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired it is initially
recorded at fair market value less costs to sell at the date of foreclosure establishing a new cost basis. After acquisition, foreclosed properties are held for sale and carried
at the lower of cost or fair value less estimated selling costs based on a current appraisal prepared by a licensed appraiser. Holding costs and declines in fair value after
acquisition of the property result in charges against income.
Income Taxes
The Company, Bank and Botany file a consolidated federal income tax return. Income taxes are allocated based on their respective contribution of income or loss to the
consolidated federal income tax return. Separate state income tax returns are filed.
Federal and state income taxes have been provided on the basis of reported income. The amounts reflected on the Companys and subsidiaries tax returns differ from
these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes.
Deferred income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to


F-12
Years
Land improvements 5 - 20
Buildings and improvements 5 - 40
Furnishings and equipment 2 - 10
Leasehold improvements

Shorter of
useful life
or term of
lease
(2 - 10)
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES (C ONTINUED )
Income Taxes (Continued)

apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance
provided, when necessary, for
the portion of any assets which are not likely to be realized. Management believes, based upon current facts, that it is more likely than not that there will be sufficient
taxable income in future years to realize the deferred tax assets.
The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements in accordance with ASC Topic 740, Income Taxes, which
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a
tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the
Companys evaluation, no significant income tax uncertainties have been identified. Therefore, the Company recognized no adjustment for unrecognized income tax
benefits for the six months ended September 30, 2013 and 2012 (unaudited) and for the years ended March 31, 2013, 2012 and 2011. The Companys policy is to
recognize interest and penalties on unrecognized tax benefits in income taxes expense in the consolidated statement of income. The Company did not recognize any
interest and penalties for the six months ended September 30, 2013 and 2012 (unaudited) and for the years ended March 31, 2013, 2012, and 2011. The tax years subject
to examination by the taxing authorities are the years ended December 31, 2012, 2011, and 2010 for federal purposes and the years ended December 31, 2012, 2011,
2010 and 2009 for state purposes.
Interest Rate Risk
The potential for interest-rate risk exists as a result of the generally shorter duration of interest-sensitive liabilities compared to the generally longer duration of interest-
sensitive assets. In a rising rate environment, liabilities tend to reprice faster than assets, thereby reducing net interest income. For this reason, management regularly
monitors the maturity structure of assets and liabilities in order to measure its level of interest-rate risk and to plan for future volatility.
Earnings Per Share (EPS)
Basic EPS is based on the weighted average number of common shares actually outstanding and is adjusted for employee stock ownership plan shares not yet committed
to be released and deferred compensation obligations required to be settled in shares of Company stock. Unvested restricted stock awards, which contain rights to non-
forfeitable dividends, are considered participating securities and the two-class method of computing basic and diluted EPS is applied. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares
of common stock outstanding to include the effect of contracts or securities exercisable (such as stock options) or which could be converted into common stock, if
dilutive, using the treasury stock method. The calculation of diluted EPS for the years ended March 31, 2013, 2012 and 2011 includes incremental shares related to
outstanding options of 83,853, 17,808, and 6,705, respectively. Shares issued and reacquired during any period are weighted for the portion of the period they were
outstanding. During the years ended March 31, 2013, 2012 and 2011 the average number of options which were antidilutive totaled -0-, -0-, and 1,339,044, respectively.
The calculation of diluted EPS for the six months ended September 30, 2013 and 2012 (unaudited) includes incremental shares related to outstanding options of 243,769
and 16,600, respectively. During the six months ended September 30, 2013 and 2012 (unaudited), the average number of options which were antidilutive was -0- and
1,321,960, respectively.
Stock-Based Compensation
The Company expenses the fair value of all options and restricted stock granted over their requisite service periods.


F-13
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 1 S UMMARY OF S IGNIFICANT A CCOUNTING P OLICIES (C ONTINUED )

Defined Benefit Plans
The Company maintains a nonqualified, unfunded pension plan for the directors of the Company. The Company also maintains a post-retirement healthcare plan for the
former presidents spouse. The expected costs of benefits provided for both plans are actuarially determined and accrued.
The accounting guidance related to retirement and post-retirement healthcare benefits requires an employer to: (a) recognize in its statement of financial position an asset
for a plans overfunded status or a liability for a plans underfunded status; (b) measure a plans assets and its obligations that determine its funded status as of the end of
the employers fiscal year; and (c) recognize, in comprehensive income, changes in the funded status of a defined benefit post-retirement plan in the year in which the
changes occur.
Reclassification
Certain amounts for prior periods have been restated to conform to the current years presentation. Such reclassification had no impact on net income or stockholders
equity as previously reported.
Recent Accounting Pronouncements
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220); Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. The objective of this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments
in this Update require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net
income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other
amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference
other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective prospectively for
reporting periods beginning after December 15, 2012. The adoption of this standard effective April 1, 2013 did not have a material impact on the Companys
consolidated financial statements.
On June 7, 2013, the FASB issued ASU 2013-08, Financial Services Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure
Requirements. The amendments in this Update modify the guidance for determining whether an entity is an investment company, update the measurement requirements
for noncontrolling interests in other investment companies and require additional disclosures for investment companies under US GAAP. The amendments in the Update
develop a two-tiered approach for the assessment of whether an entity is an investment company which requires an entity to possess certain fundamental characteristics
while allowing judgment in assessing other typical characteristics. The amendments in this Update also revise the measurement guidance in Topic 946 (Financial
Services-Investment Companies) such that investment companies must measure noncontrolling ownership interests in other investment companies at fair value, rather
than applying the equity method of accounting to such interests. This standard, effective after December 15, 2013, does not apply to the Company and will not have an
impact on the Companys consolidated financial statements.
N OTE 2 D IVIDEND W AIVER
During the years ended March 31, 2012 and 2011, Clifton MHC (MHC), the federally chartered mutual holding company of the Company, waived its right, upon non-
objection from the Board of Governors of the Federal Reserve System (the Federal Reserve Board) and the Office of Comptroller of the Currency (OCC) and,
previously, the Office of Thrift Supervision (OTS), respectively, to receive cash dividends of approximately $4.0 million and $4.0 million, respectively, on the shares
of Company common stock it owns.


F-14
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 2 D IVIDEND W AIVER (C ONTINUED )

As a result of restrictions implemented by the Federal Reserve Board, the MHC was unable to waive its receipt of dividends declared by the Company during the six
months ended September 30, 2013 and 2012 (unaudited), and the year ended March 31, 2013. Accordingly, the MHC received dividends from the Company totaling
$2.0 million during each of the six months ended September 30, 2013 and 2012 (unaudited), and $4.0 million during year ended March 31, 2013. As a result of such
regulatory considerations, the Companys Board of Directors will be reviewing the Companys dividend policy on a quarterly basis and can make no assurances that it
will continue to declare regular quarterly cash dividends or that its dividend policy will not change in the future.
N OTE 3 S TOCK R EPURCHASE P ROGRAM
The Companys Board of Directors has authorized several stock repurchase programs. The repurchased shares are held as treasury stock for general corporate use. On
November 28, 2012, the Companys Board of Directors authorized the Companys tenth repurchase plan for up to 280,000 shares of the Companys outstanding
common stock, representing approximately 3% of the outstanding shares owned by entities other than the MHC on that date. During the year ended March 31, 2013,
1,400 shares were repurchased under these plans at a total cost of approximately $15,000, or $10.53 per share. There were no stock repurchases made under these plans
made during six months ended September 30, 2013 and 2012 (unaudited) and the year ended March 31, 2012. During the year ended March 31, 2011, 298,000 shares
were repurchased at an aggregate cost of approximately $2.7 million, or $9.08 per share, under these programs.
Additionally, during the six months ended September 30, 2013 and 2012 (unaudited) and the years ended March 31, 2013 and March 31, 2012, 1,283, 1,202, 1,202 and
1,061 shares were purchased at a total cost of $16,000, or $12.15 per share, $12,000, or $10.07 per share, $12,000, or $10.07 per share, and $11,000, or $10.67 per share,
respectively, representing the withholding of shares subject to restricted stock awards under the Clifton Savings Bancorp, Inc. 2005 Equity Incentive Plan for payment of
taxes due upon the vesting of restricted stock awards. There were no shares purchased representing the withholding of shares subject to restricted stock award payment
of taxes the year ended March 31, 2011.
N OTE 4 S ECURITIES
The amortized cost, gross unrealized gains and losses and estimated fair value of securities available-for-sale and held-to-maturity for the dates indicated are as follows:



F-15
September 30, 2013

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands, Unaudited)
Available for sale:
Mortgage-backed securities:
Federal National Mortgage Association $ 3,970 $ 211 $ $ 4,181

Total available for sale securities $ 3,970 $ 211 $ $ 4,181

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 4 S ECURITIES (C ONTINUED )


F-16
March 31, 2013

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands)
Available for sale:
Debt securities:
Government-sponsored enterprises $ 5,000 $ 4 $ $ 5,004

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 4,838 387 5,225
Federal National Mortgage Association 4,856 314 5,170

9,694 701 10,395

Total available for sale securities $ 14,694 $ 705 $ $ 15,399

March 31, 2012

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands)
Available for sale:
Debt securities:
Government-sponsored enterprises $ 44,994 $ 77 $ $ 45,071

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 7,118 601 7,719
Federal National Mortgage Association 16,295 1,110 17,405

23,413 1,711 25,124

Total available for sale securities $ 68,407 $ 1,788 $ $ 70,195

September 30, 2013

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands, Unaudited)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 89,999 $ 106 $ 199 $ 89,906
Corporate bonds 49,949 1,252 113 51,088

139,948 1,358 312 140,994

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 87,266 2,900 1,261 88,905
Federal National Mortgage Association 202,349 4,156 5,653 200,852
Governmental National Mortgage
Association 22,279 1,321 122 23,478

311,894 8,377 7,036 313,235

Total held to maturity securities $ 451,842 $ 9,735 $ 7,348 $ 454,229

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 4 S ECURITIES (C ONTINUED )




F-17
March 31, 2013

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 69,999 $ 607 $ 11 $ 70,595
Corporate bonds 49,917 1,951 1 51,867

119,916 2,558 12 122,462

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 106,346 5,459 125 111,680
Federal National Mortgage Association 207,781 7,118 350 214,549
Governmental National Mortgage
Association 28,685 1,998 35 30,648

342,812 14,575 510 356,877

Total held to maturity securities $ 462,728 $ 17,133 $ 522 $ 479,339

March 31, 2012

Amortized

Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Fair
Value
(In Thousands)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 117,929 $ 559 $ 69 $ 118,419
Corporate bonds 49,855 568 561 49,862

167,784 1,127 630 168,281

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 139,231 6,823 452 145,602
Federal National Mortgage Association 157,844 7,940 203 165,581
Governmental National Mortgage
Association 39,155 2,830 41,985

336,230 17,593 655 353,168

Total held to maturity securities $ 504,014 $ 18,720 $ 1,285 $ 521,449

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 4 S ECURITIES (C ONTINUED )

Contractual maturity data for investment securities is as follows:




F-18
September 30, 2013

Amortized
Cost
Fair
Value
(In Thousands, Unaudited)
Available for sale:
Mortgage-backed securities:
Due after ten years $ 3,970 $ 4,181

Total available for sale securities $ 3,970 $ 4,181

Held to maturity:
Debt securities:
Due less than one year $ 4,935 $ 5,014
Due after one through five years 115,010 116,003
Due after five through ten years 20,003 19,977

139,948 140,994

Mortgage-backed securities:
Due after one through five years 1,225 1,301
Due after five through ten years 80,247 76,295
Due after ten years 230,422 235,639

311,894 313,235

Total held to maturity securities $ 451,842 $ 454,229

March 31,
2013 2012

Amortized

Cost
Fair
Value
Amortized

Cost
Fair
Value
(In Thousands)
Available for sale:
Debt securities:
Due after one but within five years $ 5,000 $ 5,004 $ 44,994 $ 45,071

Mortgage-backed securities:
Due after five through ten years 2,565 2,756 7,375 7,964
Due after ten years 7,129 7,639 16,038 17,160

9,694 10,395 23,413 25,124

Total available for sale securities $ 14,694 $ 15,399 $ 68,407 $ 70,195

Held to maturity:
Debt securities:
Due less than one year $ 5,000 $ 5,014 $ $
Due after one through five years 94,913 96,463 77,852 78,139
Due after five through ten years 20,003 20,985 30,003 30,199
Due after ten years 59,929 59,943

119,916 122,462 167,784 168,281

Mortgage-backed securities:
Due less than one year 8 8 2 2
Due after one through five years 337 352 75 80
Due after five through ten years 78,187 78,699 9,699 10,452
Due after ten years 264,280 277,818 326,454 342,634

342,812 356,877 336,230 353,168

Total held to maturity securities $ 462,728 $ 479,339 $ 504,014 $ 521,449

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 4 S ECURITIES (C ONTINUED )

The amortized cost and carrying values shown above are by contractual final maturity. Actual maturities will differ from contractual final maturities due to scheduled
monthly payments related to mortgage-backed securities and due to the borrowers having the right to prepay obligations with or without prepayment penalties. The
Companys mortgage-backed securities are generally secured by residential and multi-family mortgage loans with contractual maturities of 15 years or greater.
However, the effective lives of those securities are generally shorter than their contractual maturities due to principal amortization and prepayment of the mortgage loans
comprised within those securities. Investors in mortgage pass-through securities generally share in the receipt of principal repayments on a pro-rata basis as paid by the
borrowers.
The age of gross unrealized losses and the fair value of related securities at September 30, 2013 (unaudited), March 31, 2013 and 2012 were as follows:



F-19
Less Than 12 Months 12 Months or More Total
September 30, 2013 Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses
(In Thousands, Unaudited)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 49,800 $ 199 $ $ $ 49,800 $ 199
Corporate bonds 14,890 113 14,890 113

64,690 312 64,690 312

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 36,156 1,260 28 1 36,184 1,261
Federal National Mortgage Association 106,025 5,571 5,073 82 111,098 5,653
Government National Mortgage Association 1,480 122 1,480 122

143,661 6,953 5,101 83 148,762 7,036

Total held to maturity securities $ 208,351 $ 7,265 $ 5,101 $ 83 $ 213,452 $ 7,348

Less Than 12 Months 12 Months or More Total
March 31, 2013 Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses
(In Thousands)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 9,988 $ 11 $ $ $ 9,988 $ 11
Corporate bonds 4,999 1 4,999 1

9,988 11 4,999 1 14,987 12

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 10,368 124 30 1 10,398 125
Federal National Mortgage Association 42,609 347 187 3 42,796 350
Government National Mortgage Association 1,585 35 1,585 35

54,562 506 217 4 54,779 510

Total held to maturity securities $ 64,550 $ 517 $ 5,216 $ 5 $ 69,766 $ 522

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 4 S ECURITIES (C ONTINUED )

Management does not believe that any of the unrealized losses at September 30, 2013 (unaudited) (ten bonds of Government-sponsored enterprises and three corporate
bonds included in debt securities, and thirty FNMA, thirteen FHLMC, and one GNMA mortgage-backed security) and at March 31, 2013 (two bonds of Government-
sponsored enterprises and one corporate bond included in debt securities, and thirteen FNMA, five FHLMC, and one GNMA mortgage-backed securities) represent an
other-than-temporary impairment as they are primarily related to market interest rates and not related to the underlying credit quality of the issuers of the securities.
Additionally, the Company and subsidiaries have the ability, and management has the intent, to hold such securities for the time necessary to recover amortized cost and
does not have the intent to sell the securities, and it is more likely than not that it will not have to sell the securities before recovery of its amortized cost.
During the six months ended September 30, 2013 (unaudited), the proceeds from sales of securities available for sale totaled $4.7 million and the proceeds from sales of
securities held to maturity totaled $5.6 million, resulting in gross realized gains of $295,000 and $272,000, respectively, and gross realized losses of $-0- and $1,000,
respectively. The remaining principal balance for each of the securities held to maturity sold was less than 15% of the original principal purchased. The proceeds from
sales of mortgage-backed securities available for sale totaled $8.8 million during the six months ended September 30, 2012 (unaudited), and the gross realized gains on
the sales totaled approximately $647,000. There were no sales of securities held to maturity during the six months ended September 30, 2012 (unaudited).
The proceeds from sales of mortgage-backed securities available for sale totaled $8.8 million during the year ended March 31, 2013, and the gross realized gains on the
sales totaled approximately $647,000. The proceeds from sales of mortgage-backed securities available for sale totaled $11.1 million during the year ended March 31,
2011, and the gross realized gain on the sale totaled approximately $872,000. There were no sales of securities held to maturity during the years ended March 31, 2013,
2012 and 2011. There were no sales of securities available for sale during the year ended March 31, 2012.
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES
The loans receivable portfolio is segmented into real estate, and consumer loans. Real estate loans consist of the following classes: one-to-four-family real estate, multi-
family real estate, commercial real estate, and construction real estate. Consumer loans consist of the following classes: second mortgage loans, equity lines of credit and
other consumer loans.


F-20
Less Than 12 Months 12 Months or More Total
March 31, 2012 Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses Fair Value
Gross
Unrealized
Losses
(In Thousands)
Held to maturity:
Debt securities:
Government-sponsored enterprises $ 34,912 $ 69 $ $ $ 34,912 $ 69
Corporate bonds 29,404 561 29,404 561

64,316 630 64,316 630

Mortgage-backed securities:
Federal Home Loan Mortgage Corporation 22,258 450 277 2 22,535 452
Federal National Mortgage Association 18,101 198 244 5 18,345 203

40,359 648 521 7 40,880 655

Total held to maturity securities $ 104,675 $ 1,278 $ 521 $ 7 $ 105,196 $ 1,285

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

The following is a summary of loans by segments and the classes within those segments:

The allowance for loan losses consists of general and unallocated components. For loans that are classified as impaired, a valuation allowance is established when the
discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component of the
allowance covers pools of loans by loan class not considered impaired, as well as smaller balance homogeneous loans, such as one- to four-family real estate,
construction real estate, second mortgage loans, home equity lines of credit and passbook loans. These pools of loans are evaluated for loss exposure based upon
historical loss rates for each of these categories of loans, adjusted for qualitative factors to reflect current conditions. The historical loss factor is adjusted by qualitative
risk factors which include:








Each factor is assigned a value to reflect improving, stable or declining conditions based on managements best judgment using relevant information available at the
time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss
calculation.


F-21
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Real estate:
One- to four-family $ 501,269 $ 419,240 $ 398,174
Multi-family 22,206 14,990 14,084
Commercial 19,842 13,671 14,844
Construction 522 937 1,380

543,839 448,838 428,482
Consumer:
Second mortgage 8,638 6,687 7,892
Passbook or certificate 866 838 797
Equity lines of credit 2,336 2,218 2,097
Other loans 60 55 555

11,900 9,798 11,341

Total Loans 555,739 458,636 439,823

Less:
Loans in process (69 ) (169 ) (744 )
Net purchase premiums, discounts, and deferred loan costs 1,730 845 (156 )

1,661 676 (900 )

Total Loans, Net $ 557,400 $ 459,312 $ 438,923

1. Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.
2. National, regional, and local economic and business conditions, including the value of underlying collateral for collateral dependent loans.
3. Nature and volume of the portfolio and terms of loans.
4. Experience, ability, and depth of lending management and staff.
5. The quality of the Banks loan review system.
6. Volume and severity of past due, classified and nonaccrual loans.
7. Existence and effect of any concentrations of credit and changes in the level of such concentrations.
8. Effect of external factors, such as competition and legal and regulatory requirements.
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

An unallocated component is maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance
reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating losses in the portfolio.
The evaluation of the adequacy of the allowance is based on an analysis which categorizes the entire loan portfolio by certain risk characteristics. The loan portfolio
segments are further disaggregated into the following loan classes, where the risk level for each type is analyzed when determining the allowance for loan losses.
Real Estate:
1. One-to Four-Family Loans consists of loans secured by first liens on either owner occupied or investment properties. These loans can be affected by
economic conditions and the value of the underlying properties. The risk is considered relatively low as the Bank believes it has always had conservative underwriting
standards and does not have sub-prime loans in its loan portfolio.
2. Multi-Family Loans consists of loans secured by multi-family real estate which generally involve a greater degree of risk than one-to four-family residential
mortgage loans. These loans can be affected by economic conditions and the value of the underlying properties. The risk is considered relatively low as the Bank
believes it has always had conservative underwriting standards.
3. Commercial Loans consists of loans secured by commercial real estate which generally involve a greater degree of risk than one- to four-family residential
mortgage loans. These loans can be affected by economic conditions and the value of the underlying properties. The risk is considered relatively low as the Bank
believes it has always had conservative underwriting standards. These loans are affected by economic conditions to a greater degree than one-to four-family and multi-
family loans.
4. Construction Loans consists primarily of the financing of construction of one- to four-family properties or construction/permanent loans for the construction
of one-to four-family homes to be occupied by the borrower. Construction loans generally are considered to involve a higher degree of risk of loss than long-term
financing on improved, occupied real estate due to uncertainty of construction costs. Independent inspections are performed prior to disbursement of loan proceeds as
construction progresses to mitigate these risks. These loans are also affected by economic conditions.
Consumer:
1. Second Mortgage and Equity Lines of Credit consists of one-to four-family loans secured by first, second or third liens (when the Bank has the two other lien
positions) or, in one instance, a commercial property. These loans are affected by the borrowers continuing financial stability, and therefore are more likely to be
adversely affected by job loss, divorce, illness or personal bankruptcy. The credit risk is considered slightly higher than one-to four-family first lien loans as these loans
are also dependent on the value of underlying properties, but have the added risk of a subordinate collateral position.
2. Passbook or Certificate and Other Loans consists of loans secured by passbook accounts and certificates of deposits and unsecured loans. The passbook or
certificate loans have low credit risk as they are fully secured by their collateral. Unsecured loans, included in other loans, are primarily between the Company and the
MHC, so they also are considered a low credit risk.
The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrowers overall financial condition, repayment
sources, guarantors and value of collateral, if appropriate, are evaluated when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings
include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve
managements close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment


F-22
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

prospects. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are
inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as doubtful have all the
weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is
highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Non-classified assets are rated as a pass or
pass-watch. Pass-watch loans require current oversight or tracking by management generally due to incomplete documentation or monitoring due to previous delinquent
status.
In addition, the OCC as an integral part of its examination process, periodically reviews our loan portfolio and the related allowance for loan losses. The OCC may
require the allowance for loan losses to be increased based on its review of information available at the time of the examination.
The change in the allowance for loan losses for the six months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012 and 2011
is as follows:



F-23

One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands, Unaudited)
At March 31, 2013:
Total allowance for loan losses $ 2,127 $ 187 $ 99 $ 5 $ 38 $ 1 $ 43 $ 2,500
Charge-offs (91 ) (91 )
Recoveries 5 5
Provision charged to operations 399 49 66 (2 ) 11 (1 ) 14 536

At September 30, 2013:
Total allowance for loan losses $ 2,440 $ 236 $ 165 $ 3 $ 49 $ $ 57 $ 2,950


One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands, Unaudited)
At March 31, 2012:
Total allowance for loan losses $ 1,733 $ 193 $ 105 $ 4 $ 42 $ 1 $ 12 $ 2,090
Charge-offs (82 ) (82 )
Recoveries
Provision charged to operations 247 10 1 5 (3 ) 32 292

At September 30, 2012:
Total allowance for loan losses $ 1,898 $ 203 $ 106 $ 9 $ 39 $ 1 $ 44 $ 2,300

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )



F-24

One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands)
At March 31, 2012:
Total allowance for loan losses $ 1,733 $ 193 $ 105 $ 4 $ 42 $ 1 $ 12 $ 2,090
Charge-offs (402 ) (402 )
Recoveries 50 50
Provision charged to operations 746 (6 ) (6 ) 1 (4 ) 31 762

At March 31, 2013:
Total allowance for loan losses $ 2,127 $ 187 $ 99 $ 5 $ 38 $ 1 $ 43 $ 2,500


One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands)
At March 31, 2011:
Total allowance for loan losses $ 1,601 $ 103 $ 93 $ 11 $ 46 $ 3 $ 23 $ 1,880
Charge-offs (31 ) (6 ) (37 )
Recoveries
Provision charged to operations 163 90 18 (7 ) (4 ) (2 ) (11 ) 247

At March 31, 2012:
Total allowance for loan losses $ 1,733 $ 193 $ 105 $ 4 $ 42 $ 1 $ 12 $ 2,090


One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands)
At March 31, 2010:
Total allowance for loan losses $ 1,746 $ 125 $ 111 $ 1 $ 63 $ 4 $ $ 2,050
Charge-offs (112 ) (160 ) (272 )
Recoveries
Provision charged to operations (33 ) 138 (18 ) 10 (17 ) (1 ) 23 102

At March 31, 2011:
Total allowance for loan losses $ 1,601 $ 103 $ 93 $ 11 $ 46 $ 3 $ 23 $ 1,880

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

The following table presents the allocation of the allowance for loan losses and related loans by loan class at September 30, 2013 (unaudited), and March 31, 2013 and
2012.



F-25
September 30, 2013
One-to-Four

Family
Real Estate
Multi-Family

Real Estate
Commercial

Real Estate
Construction

Real Estate
Second
Mortgage and

Equity Lines
of Credit
Passbook or

Certificate
and Other
Loans Unallocated Total
(In Thousands, Unaudited)
Allowance for loan losses:
Individually evaluated for impairment $ $ $ $ $ $ $ $
Collectively evaluated for impairment 2,440 236 165 3 49 57 2,950

Total $ 2,440 $ 236 $ 165 $ 3 $ 49 $ $ 57 $ 2,950

Loans:
Individually evaluated for impairment $ 317 $ $ 249 $ $ $ $ $ 566
Collectively evaluated for impairment 500,952 22,206 19,593 522 10,974 926 555,173

Total $ 501,269 $ 22,206 $ 19,842 $ 522 $ 10,974 $ 926 $ $ 555,739

March 31, 2013
One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands)
Allowance for loan losses:
Individually evaluated for impairment $ $ $ $ $ $ $ $
Collectively evaluated for impairment 2,127 187 99 5 38 1 43 2,500

Total $ 2,127 $ 187 $ 99 $ 5 $ 38 $ 1 $ 43 $ 2,500

Loans:
Individually evaluated for impairment $ 528 $ $ 251 $ $ $ $ $ 779
Collectively evaluated for impairment 418,712 14,990 13,420 937 8,905 893 457,857

Total $ 419,240 $ 14,990 $ 13,671 $ 937 $ 8,905 $ 893 $ $ 458,636

March 31, 2012
One-to-Four
Family
Real Estate
Multi-Family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
Certificate
and Other
Loans Unallocated Total
(In Thousands)
Allowance for loan losses:
Individually evaluated for impairment $ $ $ $ $ $ $ $
Collectively evaluated for impairment 1,733 193 105 4 42 1 12 2,090

Total $ 1,733 $ 193 $ 105 $ 4 $ 42 $ 1 $ 12 $ 2,090

Loans:
Individually evaluated for impairment $ 909 $ $ 256 $ $ $ $ $ 1,165
Collectively evaluated for impairment 397,265 14,084 14,588 1,380 9,989 1,352 438,658

Total $ 398,174 $ 14,084 $ 14,844 $ 1,380 $ 9,989 $ 1,352 $ $ 439,823

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

The aggregate amount of classified loan balances are as follows at September 30, 2013 (unaudited), March 31, 2013 and 2012:





F-26
September 30, 2013
One-to-four
Family
Real Estate
Multi-family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
certificate
and Other
Loans
Total
Loans
(In Thousands, Unaudited)
Non-classified: $ 495,098 $ 22,206 $ 19,593 $ 522 $ 10,839 $ 926 549,184
Classified:
Special mention 1,771 40 1,811
Substandard 4,400 249 95 4,744
Doubtful
Loss

Total loans $ 501,269 $ 22,206 $ 19,842 $ 522 $ 10,974 $ 926 $ 555,739

March 31, 2013
One-to-four
Family
Real Estate
Multi-family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
certificate
and Other
Loans
Total
Loans
(In Thousands)
Non-classified: $ 412,488 $ 14,990 $ 13,356 $ 937 $ 8,748 $ 893 451,412
Classified:
Special mention 1,191 64 9 1,264
Substandard 5,561 251 148 5,960
Doubtful
Loss

Total loans $ 419,240 $ 14,990 $ 13,671 $ 937 $ 8,905 $ 893 $ 458,636

March 31, 2012
One-to-four
Family
Real Estate
Multi-family
Real Estate
Commercial
Real Estate
Construction
Real Estate
Second
Mortgage and
Equity Lines
of Credit
Passbook or
certificate
and Other
Loans
Total
Loans
(In Thousands)
Non-classified: $ 392,209 $ 14,084 $ 14,588 $ 1,380 $ 9,823 $ 1,352 $ 433,436
Classified:
Special mention 2,294 64 2,358
Substandard 3,671 256 102 4,029
Doubtful
Loss

Total loans $ 398,174 $ 14,084 $ 14,844 $ 1,380 $ 9,989 $ 1,352 $ 439,823

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

The following table provides information with respect to our nonaccrual loans at September 30, 2013 (unaudited), and March 31, 2013 and 2012. Loans are generally
placed on nonaccrual status when they become more than 90 days delinquent, or when the collection of principal and, or interest become doubtful. Nonaccrual loans
differed from the amount of total loans past due greater than 90 days due to some previously delinquent loans that are currently not more than 90 days delinquent which
are maintained on nonaccrual status for a minimum of six months until the borrower has demonstrated the ability to satisfy the loan terms. A loan is returned to accrual
status when there is sustained consecutive period of repayment performance (generally six consecutive months) by the borrower in accordance with the contractual terms
of the loan, or in some circumstances, when the factors indicating doubtful collectability no longer exist and the Bank expects repayment of the remaining contractual
amounts due.

During six months ended September 30, 2013 and 2012 (unaudited), and during the years ended March 31, 2013, 2012 and 2011, interest income of approximately
$113,000, $62,000, $201,000, $119,000, and $71,000, respectively, was recognized on these loans. Interest income that would have been recorded, had the loans been
on accrual status and performing in accordance with the original terms of the contracts, amounted to approximately $114,000, $107,000, $296,000, $206,000, and
$167,000, respectively, for six months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012, and 2011.
The following table provides information about delinquencies in our loan portfolio at September 30, 2013 (unaudited), and March 31, 2013 and 2012.



F-27
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Nonaccrual loans:
Real estate loans:
One-to four-family $ 4,400 $ 5,496 $ 3,671
Commercial 249 251
Consumer and other loans:
Second mortgage 95 148 102

Total nonaccrual loans $ 4,744 $ 5,895 $ 3,773

September 30, 2013
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past Due Current
Total
Gross
Loans
(In Thousands, Unaudited)
Real estate loans:
One-to four-family $ 2,963 $ 681 $ 2,598 $ 6,242 $ 495,027 $ 501,269
Multi-family 22,206 22,206
Commercial 249 249 19,593 19,842
Construction 522 522
Consumer and other loans:
Second mortgage and equity lines of credit 19 20 74 113 10,861 10,974
Passbook or certificate and other loans 926 926

Total $ 2,982 $ 701 $ 2,921 $ 6,604 $ 549,135 $ 555,739

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )


There were no loans that are past due greater than ninety days that were accruing as of September 30 2013 (unaudited), and March 31, 2013 and 2012.
A loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due under the contractual
terms of the loan agreement. The Company considers one- to four-family mortgage loans and consumer installment loans to be homogeneous and, therefore, does not
separately evaluate them for impairment, unless they are considered troubled debt restructurings. All other loans are evaluated for impairment on an individual basis.
Impaired loans, none of which had a related allowance at or for the six months ended at September 30, 2013 and 2012 (unaudited), and for the years ended at March 31,
2013 and 2012, were as follows:



F-28
March 31, 2013
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past Due Current
Total
Gross
Loans
(In Thousands)
Real estate loans:
One-to four-family $ 2,076 $ 300 $ 3,693 $ 6,069 $ 413,171 $ 419,240
Multi-family 14,990 14,990
Commercial 251 251 13,420 13,671
Construction 937 937
Consumer and other loans:
Second mortgage and equity lines of credit 9 4 39 52 8,853 8,905
Passbook or certificate and other loans 96 96 797 893

Total $ 2,085 $ 651 $ 3,732 $ 6,468 $ 452,168 $ 458,636

March 31, 2012
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past Due Current
Total
Gross
Loans
(In Thousands)
Real estate loans:
One-to four-family $ 3,982 $ 191 $ 3,124 $ 7,297 $ 390,877 $ 398,174
Multi-family 14,084 14,084
Commercial 14,844 14,844
Construction 1,380 1,380
Consumer and other loans:
Second mortgage and equity lines of credit 102 52 154 9,835 9,989
Passbook or certificate and other loans 6 6 1,346 1,352

Total $ 4,090 $ 191 $ 3,176 $ 7,457 $ 432,366 $ 439,823

At or For The Six Months Ended
September 30, 2013
Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands, Unaudited)
With no related allowance recorded:
Real estate loans:
One-to four-family $ 317 $ 490 $ $ 407 $ 9
Commercial 249 249 250 6

Total impaired loans $ 566 $ 739 $ $ 657 $ 15

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )



The Company adopted Accounting Standards Update (ASU) No. 2011-02 on April 1, 2011 which provides additional guidance to creditors for evaluating whether a
modification or restructuring of a receivable is a troubled debt restructuring. In evaluating whether a restructuring constitutes a troubled debt restructuring, ASU
No. 2011-02 requires that a creditor must separately conclude that the restructuring constitutes a concession and the borrower is experiencing financial difficulties. As a
result of the Companys adoption of ASU No. 2011-02, it determined that no loans were troubled debt restructurings other than those previously considered as such.
The recorded investment in loans modified in a troubled debt restructuring totaled $317,000 at September 30, 2013 (unaudited), of which $8,000 was 60-89 days past
due. The remaining loans modified were current at the time of the restructuring and have complied with the terms of their restructure agreements at September 30, 2013
(unaudited). The recorded investment in loans modified in a troubled debt restructuring totaled $528,000 at March 31, 2013, of which $217,000 was 90 days or more
past due. The remaining loans modified were current at the time of the restructuring and have complied with the terms of their restructure agreements at March 31, 2013.
The recorded investment in loans modified in a troubled debt restructuring totaled $909,000 at March 31, 2012, of which $34,000 was 30-59 days past due, and
$218,000 was 90 days or more past due. The remaining loans modified were current at the time of the restructuring and have complied with the terms of their restructure
agreements at March 31, 2012. Loans that were modified in a troubled debt restructuring represent concessions made to borrowers experiencing financial difficulties.
The Company works with these borrowers to modify existing loan terms usually by extending maturities or reducing interest rates. The Company records an impairment
loss, if any, based on the present value of expected future cash flows discounted at the original loans effective interest rate. Subsequently, these loans are individually
evaluated for impairment. As a result of the Companys initial impairment


F-29
At or For The Six Months Ended
September 30, 2012
Recorded
Investment
Unpaid
Principal

Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands, Unaudited)
With no related allowance recorded:
Real estate loans:
One-to four-family $ 529 $ 721 $ $ 647 $ 14
Commercial 254 254 255 5

Total impaired loans $ 783 $ 975 $ $ 902 $ 19

At or For The Year Ended
March 31, 2013
Recorded
Investment
Unpaid
Principal

Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands)
With no related allowance recorded:
Real estate loans:
One-to four-family $ 528 $ 718 $ $ 593 $ 19
Commercial 251 251 253 12

Total impaired loans $ 779 $ 969 $ $ 846 $ 31

At or For The Year Ended
March 31, 2012
Recorded
Investment
Unpaid
Principal

Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands)
With no related allowance recorded:
Real estate loans:
One-to four-family $ 909 $ 1,119 $ $ 1,104 $ 50
Commercial 256 256 329 28

Total impaired loans $ 1,165 $ 1,375 $ $ 1,433 $ 78

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 5 L OANS R ECEIVABLE AND A LLOWANCE FOR L OAN L OSSES (C ONTINUED )

evaluations, it charged-off $-0-, $-0- and $31,000, respectively, during six months ended September 30, 2013 (unaudited), and the years ended March 31, 2013 and
2012. One troubled debt restructured loan which was outstanding as of March 31, 2013 was sold during the six months ended September 30, 2013 resulting in a charge-
off of $46,000 upon the short sale of the property.
There were no new troubled debt restructurings or defaults on troubled debt restructurings that occurred within twelve months of restructuring during the six months
ended September 30, 2013 (unaudited), and the year ended March 31, 2013.
The following table presents troubled debt restructurings by class during the period indicated.

The following table presents troubled debt restructurings which, during the periods indicated, defaulted within twelve months of restructuring.

The Company and the Bank have granted loans to MHC and certain officers and directors of the Company and Bank and to their associates. The activity with respect to
these loans is as follows:



F-30

Number of
Loans
Pre-restructuring
Outstanding
Recorded
Investment
Post-restructuring
Outstanding
Recorded
Investment
(Dollar In Thousands)
Year Ended March 31, 2012
One-to Four Family Real Estate 3 $ 586 $ 596
Year Ended March 31, 2011
One-to Four Family Real Estate 4 $ 937 $ 694

Number of
Loans
Pre-restructuring
Outstanding
Recorded
Investment
Post-restructuring
Outstanding
Recorded
Investment
(Dollar In Thousands)
Year Ended March 31, 2012
One-to Four Family Real Estate 1 $ 212 $ 208
Year Ended March 31, 2011
One-to Four Family Real Estate 1 $ 40 $ 40

Six Months Ended

September 30, Years Ended March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Balance, beginning $ 1,140 $ 1,690 $ 1,748
Loans originated 7
Newly associated persons 111
Collection of principal (44 ) (668 ) (58 )

Balance, ending $ 1,096 $ 1,140 $ 1,690

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 6 P REMISES AND E QUIPMENT

During the year ended March 31, 2011, $1.16 million of land and land improvements were reclassified to land held for sale and during six months ended September 30,
2013 and 2012 (unaudited) and the years ended March 31, 2013, 2012 and 2011, $-0-, $99,000, $99,000, $156,000, and $397,000 in write downs to fair value were
recorded. The land was sold in July 2012.
During the year ended March 31, 2011, the Company recognized a net gain of $329,000 on the sale of premises and equipment, as the Bank sold its Botany branch
facility in August 2010 and recognized a $339,000 gain on the sale of land, building and improvements, net of a $10,000 loss recognized on the disposal of net
furnishings and equipment. A $2,000 loss was also recognized on the disposal of other net furnishings and equipment during that year.
Rental expenses related to the occupancy of leased premises, including property taxes and common area maintenance totaled approximately $298,000, $241,000,
$538,000, $429,000 and $430,000 for the six months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012 and 2011,
respectively. The Bank leases six building spaces. Some operating leases contain renewal options and provisions requiring the Bank to pay property taxes and operating
expenses over base amounts. At March 31, 2013, the minimum obligation under all non-cancellable lease agreements, which expire through May 31, 2020, for each of
the years ended March 31 is as follows:



F-31
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Land and land improvements $ 3,561 $ 3,561 $ 3,561
Buildings and improvements 7,032 7,027 7,004
Furnishings and equipment 3,114 3,168 2,883
Leasehold improvements 593 593 588

14,300 14,349 14,036
Accumulated depreciation and amortization (6,703 ) (6,508 ) (5,961 )

$ 7,597 $ 7,841 $ 8,075

Amount
(In Thousands)
2014 $ 460
2015 462
2016 367
2017 338
2018 300
2019 & After 353

$ 2,280

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 7 I NTEREST R ECEIVABLE

N OTE 8 D EPOSITS


Certificates of deposit with balances of $100,000 or more at September 30, 2013 (unaudited), March 31, 2013 and 2012 totaled approximately $218.1 million, $216.7
million and $237.3 million, respectively. The Banks deposits are insurable to applicable limits established by the Federal Deposit Insurance Corporation. The maximum
deposit insurance amount is $250,000.


F-32
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Loans $ 1,990 $ 1,814 $ 1,831
Mortgage-backed securities 870 1,016 1,216
Debt securities 614 596 1,057

3,474 3,426 4,104
Allowance for uncollected interest on loans (208 ) (249 ) (177 )

$ 3,266 $ 3,177 $ 3,927

September 30, 2013 (Unaudited)

Weighted

Average
Rate Amount Percent
(Dollars In Thousand)
Demand accounts:
Non-interest bearing 0.00 % $ 16,079 2.03 %
Crystal Checking 0.15 14,525 1.84
NOW 0.10 23,864 3.02
Super NOW 0.15 188 0.02
Money Market 0.15 18,993 2.40

0.10 73,649 9.31
Savings and club accounts 0.30 160,841 20.32
Certificates of deposit 1.28 556,897 70.37

Total Deposits 0.97 % $ 791,387 100.00 %

March 31,
2013 2012

Weighted

Average
Rate Amount Percent
Weighted

Average
Rate Amount Percent
(Dollars In Thousands)
Demand accounts:
Non-interest bearing 0.00 % $ 13,228 1.73 % 0.00 % $ 7,997 0.97 %
Crystal Checking 0.20 14,428 1.89 0.30 14,938 1.81
NOW 0.10 23,226 3.04 0.20 21,289 2.58
Super NOW 0.20 216 0.03 0.30 120 0.01
Money Market 0.20 19,356 2.53 0.30 21,085 2.55

0.13 70,454 9.22 0.23 65,429 7.92
Savings and club accounts 0.20 127,957 16.76 0.33 122,852 14.87
Certificates of deposit 1.36 565,281 74.02 1.69 637,994 77.21

Total Deposits 1.05 % $ 763,692 100.00 % 1.37 % $ 826,275 100.00 %

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 8 D EPOSITS (C ONTINUED )

The scheduled maturities of certificates of deposit are as follows:

Interest expense on deposits consists of the following:

N OTE 9 A DVANCES FROM F EDERAL H OME L OAN B ANK OF N EW Y ORK (FHLB)
The maturities and weighted average fixed interest rates of FHLB advances were as follows:



F-33
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
One year or less $ 318,673 $ 321,254 $ 374,476
After one to two years 140,633 141,160 150,704
After two to three years 51,763 58,527 67,070
After three to four years 6,232 6,298 11,766
After four years to five years 31,176 13,318 16,649
Thereafter 8,420 24,724 17,329

$ 556,897 $ 565,281 $ 637,994


Six Months Ended
September 30,

Years Ended March 31,
2013 2012 2013 2012 2011
(In Thousands) (Unaudited)
Demand $ 43 $ 65 $ 111 $ 195 $ 375
Savings and club 203 185 324 518 874
Certificates of deposits 3,796 4,920 9,042 11,932 13,616

$ 4,042 $ 5,170 $ 9,477 $ 12,645 $ 14,865



September 30, 2013 (Unaudited)
March 31,
2013 2012
Maturing During Year Ending Balance
Weighted
Average
Interest Rate Balance
Weighted
Average
Interest Rate Balance
Weighted
Average
Interest Rate
(Dollars In Thousands)
2013 $ % $ % $ 21,471 3.92 %
2014 15,000 0.48 7,308 3.36
2015 25,000 0.65 2,400 3.88
2016 10,000 2.24 10,000 2.24 5,000 3.74
2017
2018 42,500 3.87 32,500 3.82 32,500 3.82
Thereafter 10,000 4.04 10,000 4.04

$ 92,500 2.27 % $ 52,500 3.56 % $ 78,679 3.83 %

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 9 A DVANCES FROM F EDERAL H OME L OAN B ANK OF N EW Y ORK (FHLB) (C ONTINUED )

The carrying value of collateral pledged for the above advances was as follows:

At September 30, 2013 (unaudited), and March 31, 2013 and 2012, the Bank could have borrowed overnight funds from the FHLB under an overnight advance program
up to the Banks maximum borrowing capacity based on the Banks ability to collateralize such borrowings. Additionally, the Bank has the ability to borrow funds of up
to an aggregate of $88.0 million at two financial institutions under established unsecured overnight lines of credit at a daily adjustable rate. There were no drawings on
these lines at September 30, 2013 (unaudited), and March 31, 2013 and 2012.
During the year ended March 31, 2013, $16.2 million of long-term borrowings were paid off in advance, resulting in a prepayment penalty of $527,000 which was
recorded in July 2012.
N OTE 10 R EGULATORY C APITAL
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate
certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Banks financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative
measures of the Banks assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Banks capital amounts and
classifications are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total and Tier 1 capital (as
defined by regulations) to risk-weighted assets (as defined), and of Tier 1 and tangible capital to adjusted total assets (as defined). Management believes, as of
September 30, 2013 (unaudited), March 31, 2013 and 2012, that the Bank met all capital adequacy requirements to which it was subject.


F-34
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Available for Sale:
Mortgage-backed securities $ $ $ 19,451

Held to maturity:
Debt security Government-sponsored enterprises 30,000 5,000 5,000
Mortgage-backed securities 68,870 47,643 55,738

98,870 52,643 60,738

$ 98,870 $ 52,643 $ 80,189

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 10 R EGULATORY C APITAL (C ONTINUED )

The following table sets forth the Banks capital position at September 30, 2013 (unaudited), March 31, 2013 and 2012 as compared to minimum regulatory capital
requirements:

In January, 2013, the most recent notification from the OCC, the Bank was categorized as well capitalized as of September 30, 2012, under the regulatory framework for
prompt corrective action. There are no conditions existing or events which have occurred since notification that management believes have changed the Banks category.
In July 2013, the OCC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the
method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain
provisions of the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets),
increases the minimum Tier 1 capital to risk based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that
are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of
real property. The final rule also requires unrealized gains and losses on certain available-for-sale securities holdings to be included for purposes of calculating
regulatory capital unless a one-time opt-out is exercised. Additional constraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets,
defined tax assets and minority interests. The rule limits a banking organizations capital distributions and certain discretionary bonus payments if the banking
organization does not hold a capital conservation buffer consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount
necessary to meet its minimum risk-based capital requirements. The final rule becomes effective for the Bank on January 1, 2015. The capital conservation buffer
requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. Based on
our capital levels and statement of condition composition at September 30, 2013, we believe implementation of the new rule will have no material impact on our capital
needs.


F-35
Regulatory Capital Requirements
Actual
Minimum Capital
Adequacy
For Classification as
Well-Capitalized
Amount Ratio Amount Ratio Amount Ratio
(Dollars In Thousands)
As of September 30, 2013 (Unaduited):
Total risk-based capital (to risk-weighted assets) $ 168,275 36.29 % $ 37,091 8.00 % $ 46,364 10.00 %
Tier 1 capital (to risk-weighted assets) 165,325 35.66 18,546 4.00 27,819 6.00
Core (tier 1) capital (to adjusted total assets) 165,325 15.29 43,262 4.00 54,078 5.00
Tier 1 risk-based capital (to adjusted tangible assets) 165,325 15.29 16,223 1.50
As of March 31, 2013:
Total risk-based capital (to risk-weighted assets) $ 168,986 40.52 % $ 33,366 8.00 % $ 41,708 10.00 %
Tier 1 capital (to risk-weighted assets) 166,486 39.92 16,683 4.00 25,025 6.00
Core (tier 1) capital (to adjusted total assets) 166,486 16.41 40,591 4.00 50,738 5.00
Tier 1 risk-based capital (to adjusted tangible assets) 166,486 16.41 15,222 1.50
As of March 31, 2012:
Total risk-based capital (to risk-weighted assets) $ 161,069 38.31 % $ 33,632 8.00 % $ 42,040 10.00 %
Tier 1 capital (to risk-weighted assets) 158,979 37.82 16,816 4.00 25,224 6.00
Core (tier 1) capital (to adjusted total assets) 158,979 14.58 43,620 4.00 54,526 5.00
Tier 1 risk-based capital (to adjusted tangible assets) 158,979 14.58 16,358 1.50
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 11 I NCOME T AXES
The components of income taxes are summarized as follows:

The following table presents a reconciliation between the reported income tax expense and the income tax expense which would be computed by applying the normal
federal income tax rate of 34% to income before income taxes:



F-36

Six Months Ended
September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(In Thousands) (Unaudited)
Current tax expense:
Federal income $ 1,718 $ 1,719 $ 2,767 $ 3,804 $ 4,592
State income 376 345 541 636 271

Total current income tax expense 2,094 2,064 3,308 4,440 4,863
Deferred tax (benefit) expense:
Federal income (317 ) (101 ) 111 (313 ) (501 )
State income (90 ) (29 ) 8 48 514

Total deferred income tax (benefit) expense (407 ) (130 ) 119 (265 ) 13

Total Income Tax Expense $ 1,687 $ 1,934 $ 3,427 $ 4,175 $ 4,876


Six Months Ended
September 30, Years Ended March 31,
2013 2013 2013 2012 2011
(Dollars In Thousands) (Unaudited)
Federal income tax at the statutory rate $ 1,645 $ 1,871 $ 3,413 $ 4,098 $ 4,654
Increase (decrease) in income taxes resulting from:
New Jersey income tax, net of federal income tax effect 189 208 363 451 518
Bank owned life insurance income (176 ) (147 ) (314 ) (293 ) (299 )
Incentive stock option expense 1 1 3 4 6
Change in tax rate (79 )
Other, net 28 1 (38 ) (6 ) (3 )

Total Income Tax Expense $ 1,687 $ 1,934 $ 3,427 $ 4,175 $ 4,876

Effective income tax rate 34.9 % 35.2 % 34.1 % 34.6 % 35.6 %

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 11 I NCOME T AXES (C ONTINUED )

Deferred tax assets and liabilities consisted of the following:

Retained earnings at September 30, 2013 (unaudited), and March 31, 2013 and 2012, includes approximately $6.4 million of tax bad debt deductions for which deferred
taxes have not been provided. Reduction of such amount for purposes other than bad debt losses, including non-dividend distributions, will result in income for tax
purposes only, and will be subject to income tax at the then current rate. The Company does not intend to make non-dividend distributions that would result in a
recapture of any portion of its bad debt reserves.
N OTE 12 E MPLOYEE B ENEFIT P LANS
ESOP
Effective upon the consummation of the Banks reorganization in March 2004, an ESOP was established for all eligible employees who had completed a twelve-month
period of employment with the Bank and at least 1,000 hours of service and had attained the age of 21. The ESOP used $11.0 million in proceeds from a term loan
obtained from the Company to purchase 1,099,097 shares of Company common stock. The term loan principal is payable over fifteen equal annual installments through
December 31, 2018. Interest on the term loan is fixed at a rate of 4.00%. Each year, the Bank intends to make discretionary contributions to the ESOP, which will be
equal to principal and interest payments required on the term loan. The loan is further paid down by the amount of dividends paid, if any, on the common stock owned
by the ESOP.
Shares purchased with the loan proceeds were initially pledged as collateral for the term loan and are held in a suspense account for future allocation among participants.
Contributions to the ESOP and shares released from the suspense account will be allocated among the participants on the basis of compensation, as described by the
Plan, in the year of allocation.
The ESOP shares pledged as collateral are reported as unearned ESOP shares in the consolidated statements of financial condition. As shares are committed to be
released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income
per common share computations. ESOP compensation expense was approximately $446,000, $371,000, $622,000, $640,000 and $612,000 for the six months ended
September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012 and 2011, respectively.


F-37
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Deferred income tax assets:
Pension costs $ 1,021 $ 961 $ 1,033
Allowance for loan losses 1,205 1,021 854
Benefit plans 8 21 21
Depreciation 164 164 174
Post-retirement benefits and healthcare obligations 400 418 303
Non-qualified benefit plans 610 601 573
Employee Stock Ownership Plan 476 327 334
Supplemental Executive Retirement Plan 153 145 134
Write-down on land held for sale 226
Other 230 220 230

Total Deferred Tax Assets 4,267 3,878 3,882
Deferred income tax liabilities:
Net unrealized gain on securities available for sale (87 ) (288 ) (730 )

Net Deferred Tax Asset Included in Other Assets $ 4,180 $ 3,590 $ 3,152

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 12 E MPLOYEE B ENEFIT P LANS (C ONTINUED )
ESOP (Continued)

The ESOP shares were as follows:

Section 401(k) Plan (Plan)
The Bank sponsors a Plan pursuant to Section 401(k) of the Internal Revenue Code (IRC), for all eligible (attainment of age 21 and one year of service) employees.
Employees may elect to save up to 25% of their compensation, subject to IRC limits. For each dollar up to 4.5% of compensation, the Bank will match 50% of the
employees contribution. The Plans expense for the six months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012, and
2011, was approximately $48,000, $44,000, $90,000, $86,000, and $79,000, respectively.
Supplemental Executive Retirement Plan (SERP)
Effective upon the consummation of the Banks reorganization in March 2004, a SERP was established. The SERP provides participating executives with benefits
otherwise limited by certain provisions of the Internal Revenue Code or the terms of the employee stock ownership plan loan. Specifically, the SERP provides benefits
to eligible officers (those designated by the Board of Directors of the Bank) that cannot be provided under the Section 401(k) plan or the ESOP as a result of limitations
imposed by the Internal Revenue Code, but that would have been provided under the plans, but for these Internal Revenue Code limitations. In addition to providing for
benefits lost under tax-qualified plans as a result of the Internal Revenue Code limitations, the SERP also provides supplemental benefits upon a change of control prior
to the scheduled repayment of the ESOP loan. Generally, upon a change in control, the SERP provides participants with a benefit equal to what they would have
received under the ESOP, had they remained employed throughout the term of the loan, less the benefits actually provided under the plan on the participants behalf. A
participants benefits generally become payable upon a change in control of the Bank and the Company. The SERP expense for the six months ended September 2013
and 2012 (unaudited), and for the years ended March 31, 2013, 2012, and 2011, was approximately $18,000, $15,000, $28,000, $29,000 and $27,000, respectively. At
September 30, 2013 (unaudited), and March 31, 2013 and 2012, the accrued SERP liability was $374,000, $356,000 and $328,000, respectively.
N OTE 13 S TOCK -B ASED C OMPENSATION
At the Companys annual stockholders meeting held on July 14, 2005, stockholders of the Company approved the Clifton Savings Bancorp, Inc. 2005 Equity Incentive
Plan. Under this plan, the Company may grant options to purchase up to 1,495,993 shares of Company common stock and may grant up to 598,397 shares of common
stock as restricted stock awards. At September 30, 2013 (unaudited) and March 31, 2013, there were 6,766 shares remaining for future option grants and 191 shares
remaining available for future restricted stock awards under the plan.
On December 7, 2005, 585,231 shares of restricted stock were awarded. The restricted shares awarded had a grant date fair value of $10.22 per share. Twenty percent of
the shares awarded were immediately vested, with an additional twenty percent becoming vested annually thereafter. On May 26, 2010, 35,000 shares of restricted stock
were awarded. The restricted shares


F-38
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Allocated shares 587 605 539
Shares committed to be released 44 8 8
Unearned shares 385 421 494

Total ESOP Shares 1,016 1,034 1,041

Fair value of unearned shares $ 4,766 $ 5,244 $ 5,159

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 13 S TOCK -B ASED C OMPENSATION (C ONTINUED )

awarded had a grant date fair value of $8.84 per share. Twenty percent of the shares awarded vest annually. Management recognizes expense for the fair value of these
awards on a straight line basis over the requisite service period. During the six months ended September 30, 2013 and 2012 (unaudited), and during the years ended
March 31, 2013, 2012 and 2011, approximately $31,000, $31,000, $62,000, $62,000 and $52,000, respectively in expense, was recognized in regard to these restricted
stock awards. The Company recognized approximately $13,000, $13,000, $25,000, $25,000, and $21,000 of income tax benefits resulting from this expense for the six
months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012 and 2011, respectively. The total fair value of stock awards
vested during the six months ended September 30, 2013 and 2012 (unaudited), and during the years ended March 31, 2013, 2012 and 2011 were approximately $85,000,
$70,000, $70,000, $75,000, and $0, respectively. The expected future compensation expense relating to the 14,000 non-vested restricted shares outstanding at
September 30, 2013 (unaudited) is $103,000 over a weighted average period of 1.7 years. The expected future compensation expense relating to the 21,000 non-vested
restricted shares outstanding at March 31, 2013 is $134,000 over a weighted average period of 2.2 years.
The following is a summary of the status of the Companys restricted shares:

On August 31, 2005, options to purchase 1,483,510 shares of common stock at $10.24 per share were awarded and will expire no later than ten years following the grant
date. Immediately upon grant, twenty percent of the options awarded were vested, with an additional twenty percent becoming vested annually thereafter.
On May 26, 2010, options to purchase 164,875 shares of common stock at an exercise price of $8.84 per share were awarded and will expire no later than ten years
following the grant date. Twenty percent of the shares awarded vest annually. Management recognizes expense for the fair value of these awards on an accelerated
attribution basis over the requisite service period. During the six months ended September 30, 2013 and 2012 (unaudited), and during the years ended March 31, 2013,
2012 and 2011, approximately $25,000, $42,000, $76,000, $127,000 and $166,000, respectively, in stock option expense, was recorded net of income tax benefits of
$9,000, $15,000, $27,000, $45,000 and $60,000, respectively. The expected future compensation expense relating to the 65,950 non-vested options outstanding at
September 30, 2013 (unaudited) is $44,000 over the weighted average period of 1.7 years. The expected future compensation expense relating to the 98,925 non-vested
options outstanding at March 31, 2013 is $68,000 over the weighted average period of 2.2 years.


F-39

Restricted
Shares
Weighted Average
Grant Date
Fair Value
Non-vested at March 31, 2011 35,000 $ 8.84
Vesting (7,000 ) 8.84

Non-vested at March 31, 2012 28,000 8.84
Vesting (7,000 ) 8.84

Non-vested at March 31, 2013 21,000 8.84
Vesting (Unaudited) (7,000 ) 8.84

Non-vested at September 30, 2013 (Unaudited) 14,000 $ 8.84

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 13 S TOCK -B ASED C OMPENSATION (C ONTINUED )

A summary of stock option activity follows:

Shares issued upon the exercise of stock options are issued from treasury stock. The Company has an adequate number of treasury shares available for future stock
option exercises.
N OTE 14 D EFINED BENEFIT PLANS
Directors Retirement Plan
The Directors Retirement Plan is a nonqualified, unfunded pension plan with benefits based on fees paid to directors while still active. The funding policy is to pay
directors on a pay-as-you-go basis.
The following table sets forth the funded status for the Directors Retirement Plan and amounts recognized in the consolidated statements of financial condition.



F-40

Number of
Stock Options
Weighted
Average
Exercise Price
Weighted Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value
Outstanding at March 31, 2011 1,486,835 $ 10.09

Outstanding at March 31, 2012 1,486,835 10.09
Exercised (29,237 ) 10.24

Outstanding at March 31, 2013 1,457,598 10.08 2.95 Years $ 3,466,693
Exercised (Unaudited) (80,775 ) 10.24

Outstanding at September 30, 2013 (Unaudited) 1,376,823 $ 10.07 2.49 Years 3,190,994

Exercisable at September 30, 2013 (Unaudited) 1,310,873 $ 10.13 2.28 Years $ 2,956,872

March 31,
2013 2012
(Dollars In Thousands)
Change in projected benefit obligations:
Benefit obligation beginning $ 3,205 $ 2,643
Service cost 63 40
Interest cost 133 149
Actuarial loss 470 462
Benefits paid (89 ) (89 )
Settlements (465 )

Benefit obligation ending 3,317 3,205

Change in plan assets:
Fair value of plan assets beginning
Employer contribution 554 89
Benefits paid (89 ) (89 )
Settlements (465 )

Fair value of plan assets ending

Funded status and accrued pension cost included in other liabilities $ (3,317 ) $ (3,205 )

Assumptions:
Discount rate 4.25 % 4.50 %
Rate of increase in compensation 5.00 % 4.50 %
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 14 D EFINED BENEFIT PLANS (C ONTINUED )
Directors Retirement Plan (Continued)

The Bank expects to make contributions to the plan during the year ending March 31, 2014, totaling approximately $119,000. At March 31, 2013, benefit payments
expected to be paid under the plan are as follows:

Net periodic pension cost for the plan included the following components:

At September 30, 2013 (unaudited), and March 31, 2013 and 2012 unrecognized net loss of $939,000, $965,000 and $645,000 and unrecognized prior service cost of
$109,000, $129,000 and $170,000, respectively, were included in accumulated other comprehensive (loss) income. For the fiscal year ending March 31, 2014, $52,000
of unrecognized net loss and $40,000 of prior service cost is expected to be recognized as a component of net periodic pension cost.
Former Presidents Post-retirement Healthcare Plan
The Former Presidents post-retirement healthcare plan is a nonqualified, unfunded plan with the only participant being the Former Presidents spouse, since his death in
February 2005. This healthcare plan provides coverage for the spouses life. The annual costs associated with these benefits are accrued on the basis of actuarial
assumptions and included in salaries and employee benefits.


F-41
Amount
(In Thousands)
Years ending March 31:
2014 $ 119
2015 135
2016 152
2017 167
2018 130
2019-2023 896

Six Months
Ended September 30,
(Unaudited) Years Ended March 31,
2013 2012 2013 2012 2011
(Dollars In Thousands)
Service cost $ 80 $ 30 $ 63 $ 40 $ 59
Interest cost 69 71 133 149 145
Net amortization and deferral 46 35 73 40 40
Settlement charge 117

Net Periodic Pension Cost Included in Directors Compensation $ 195 $ 136 $ 386 $ 229 $ 244

Assumptions:
Discount rate 4.25 % 5.75 % 4.25 % 5.75 % 6.25 %
Rate of increase in compensation 4.50 % 4.50 % 4.50 % 4.50 % 4.50 %
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 14 D EFINED BENEFIT PLANS (C ONTINUED )
Former Presidents Post-retirement Healthcare Plan (Continued)

The following table sets forth the funded status for the Former Presidents post-retirement healthcare plan and amounts recognized in the consolidated statements of
financial condition:

The Bank expects to make contributions to the Plan during the year ending March 31, 2014, totaling approximately $5,000. At March 31, 2013, benefit payments
expected to be paid under the Plan are as follows:

Net periodic pension (benefit) for the Plan included the following components:



F-42
March 31,
2013 2012
(Dollars In Thousands)
Change in projected benefit obligations:
Benefit obligation beginning $ 65 $ 58
Interest cost 3 3
Actuarial (gain) loss (4 ) 9
Benefits paid (5 ) (5 )

Benefit obligation ending 59 65

Change in plan assets:
Fair value of plan assets beginning
Employer contribution 5 5
Benefits paid (5 ) (5 )

Fair value of plan assets ending

Funded status and accrued pension cost included in other liabilities $ (59 ) $ (65 )

Assumed discount rate 4.25 % 4.50 %

Amount
(In Thousands)
Years ending March 31:
2014 $ 5
2015 5
2016 5
2017 5
2018 5
2019-2023 23

Six Months
Ended September 30,
(Unaudited) Years Ended March 31,
2013 2012 2013 2012 2011
(Dollars In Thousands) (Dollars In Thousands)
Interest cost $ 1 $ 1 $ 3 $ 3 $ 3
Net amortization and deferral (2 ) (3 ) (6 ) (6 ) (7 )

Net Periodic (Benefit) $ (1 ) $ (2 ) $ (3 ) $ (3 ) $ (4 )

Assumed discount rate 4.50 % 5.75 % 4.50 % 5.75 % 6.25 %

Current medical trend 5.25 % 5.25 % 5.25 % 5.25 % 5.25 %

Ultimate medical trend 5.25 % 5.25 % 5.25 % 5.25 % 5.25 %

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 14 D EFINED BENEFIT PLANS (C ONTINUED )
Former Presidents Post-retirement Healthcare Plan (Continued)

At September 30, 2013 (unaudited), and March 31, 2013 and 2012, unrecognized net gain of $69,000, $72,000 and $73,000 was included in accumulated other
comprehensive (loss) income. For the fiscal year ending March 31, 2014, $6,000 of the net gain is expected to be recognized as a component of net periodic pension
benefit.
Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans. A 1% change in the assumed health cost trend rate would
have had the following effects on post-retirement benefits under this plan at March 31, 2013:

N OTE 15 F AIR V ALUE OF F INANCIAL I NSTRUMENTS
The guidance on fair value measurement establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy describes
three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, such as quoted for similar assets or liabilities; quoted prices in markets that are not active; or inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets
and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well
as instruments for which the determination of fair value requires significant management judgment or estimation.
In addition, the guidance requires the Company to disclose the fair value for certain assets and liabilities on both a recurring and non-recurring basis.
An assets or liabilitys level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.


F-43
1%
Increase Decrease
(In Thousands)
Effect on total service and interest costs $ 3 $ 3

Effect on post-retirement benefit obligation $ 63 $ 55

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 15 F AIR V ALUE OF F INANCIAL I NSTRUMENTS (C ONTINUED )

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2013 (unaudited), and
March 31, 2013 and 2012 are as follows:

For assets measured at fair value on a non-recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2013 (unaudited),
and March 31, 2012 are as follows:

There were no assets measured at fair value on a non-recurring basis at March 31, 2013. There were no liabilities measured at fair value on a recurring or non-recurring
basis at September 30, 2013 (unaudited), and March 31, 2013 and 2012.


F-44
Description
Carrying
Value
(Level 1)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 2)
Significant
Other
Observable
Inputs
(Level 3)
Significant
Unobservable
Inputs
(In Thousands)
September 30, 2013 (Unaudited):
Securities available for sale:
Mortgage-backed securities:
Federal National Mortgage Association $ 4,181 $ $ 4,181 $

Total securities available for sale $ 4,181 $ $ 4,181 $

March 31, 2013:
Securities available for sale:
Mortgage-backed securities:
Federal Home Loan Mortgage Corporation $ 5,225 $ $ 5,225 $
Federal National Mortgage Association 5,170 5,170
Debt securities:
Government-sponsored enterprises 5,004 5,004

Total securities available for sale $ 15,399 $ $ 15,399 $

March 31, 2012:
Securities available for sale:
Mortgage-backed securities:
Federal Home Loan Mortgage Corporation $ 7,719 $ $ 7,719 $
Federal National Mortgage Association 17,405 17,405
Debt securities:
Government-sponsored enterprises 45,071 45,071

Total securities available for sale $ 70,195 $ $ 70,195 $

Description
Carrying
Value
Quoted Prices
Markets for
Identical Assets
Significant
Observable
Inputs
(Level 3)
Unobservable
Inputs
(In Thousands)
September 30, 2013 (Unaudited):
Real estate owned $ 204 $ $ $ 204
March 31, 2012:
Real estate owned $ 139 $ $ $ 139
Impaired loans 313 313
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 15 F AIR V ALUE OF F INANCIAL I NSTRUMENTS (C ONTINUED )

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized
adjusted Level 3 to determine fair value.


The following information should not be interpreted as an estimate of the fair value of the Company since a fair value calculation is only provided for a limited portion
of the Companys assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between
the Companys disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of
certain of the Companys assets and liabilities at September 30, 2013 (unaudited), and March 31, 2013 and 2012:
Cash and Cash Equivalents, Interest Receivable and Interest Payable (Carried at Cost)
The carrying amounts reported in the consolidated statements of financial condition for cash and cash equivalents, interest receivable and interest payable approximate
their fair values.
Securities
The fair value of all securities, whether classified as available for sale (carried at fair value) or held to maturity (carried at cost), is determined by reference to quoted
market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Securities are
measured on a recurring basis. The fair values of these securities are obtained from quotes received from an independent broker. The Companys broker provides it with
prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available. As the Company is responsible for the
determination of fair value, it performs monthly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair
value. Specifically, the Company compares the prices received from the pricing service to a secondary pricing source. The Companys internal price verification
procedures and review of fair value methodology documentation provided by independent pricing services has not historically resulted in adjustment in the prices
obtained from the pricing service.
Loans Receivable (Carried at Cost)
Fair value is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for
the same remaining maturities, of such loans.
Impaired Loans (Carried based on Discounted Cash Flows)
Impaired loans are those accounted for under ASC Topic 310 Accounting by Creditors for Impairment of a Loan in which the Company has measured impairment
generally based on either the fair value of the loans collateral or discounted cash flows. These assets are included as Level 3 assets.
Real Estate Owned
Real estate owned, acquired through foreclosure or deed-in-lieu of foreclosure, is initially recorded at fair value less estimated to sell and subsequently carried at the
lower of such initially recorded amount or current fair value less estimated selling costs. Fair value is estimated through current appraisals by licensed appraisers and as
such, foreclosed real estate properties are classified as Level 3.


F-45
September 30, 2013
(Unaudited )
Fair Value
Estimate
Valuation
Techniques
Unobservable
Input
Range (Weighted
Average)
(Dollars in Thousand)
Real Estate Owned $ 204 Appraisal value(1) Liquidation expenses(2) 7 % (7%)
(1) Fair value is based upon the current value based on an appraisal by an independent licensed appraiser.
(2) Includes estimated liquidation expenses.
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 15 F AIR V ALUE OF F INANCIAL I NSTRUMENTS (C ONTINUED )

Federal Home Loan Bank of New York Stock (Carried at Cost)
Fair value approximates cost basis as these instruments are redeemable only with the issuing agency at face value.
Deposits (Carried at Cost)
The fair value of non-interest-bearing demand, Crystal Checking, NOW, Super NOW, Money Market and Savings and Club accounts is the amount payable on demand
at the reporting date. For fixed-maturity certificates of deposit, fair value is estimated by discounting future cash flows using the rates currently offered for deposits of
similar remaining maturities.
Advances from Federal Home Loan Bank of New York (Carried at Cost)
The fair value is estimated by discounting future cash flows using rates currently offered for liabilities of similar remaining maturities, or when available, quoted market
prices.
Commitments to Extend Credit
The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of
the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of
interest rates and the committed rates.
As of September 30, 2013 (unaudited), March 31, 2013 and 2012, the fair value of the commitments to extend credit was not considered to be material.
The carrying amounts and fair values of financial instruments are as follows:



F-46
September 30, 2013 (Unaudited)
Carrying
Value
Estimated
Fair Value
(Level 1)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 2)
Significant
Other
Observable
Inputs
(Level 3)
Significant
Unobservable
Inputs
(In Thousands)
Financial assets:
Cash and cash equivalents $ 14,812 $ 14,812 $ 14,812 $ $
Securities available for sale 4,181 4,181 4,181
Securities held to maturity 451,842 454,229 454,229
Net loans receivable 554,450 545,001 545,001
Federal Home Loan Bank of New York stock 5,639 5,639 5,639
Interest receivable 3,266 3,266 3,266
Financial liabilities:
Deposits 791,387 796,278 796,278
FHLB advances 92,500 97,694 97,694
Interest payable 216 216 216
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 15 F AIR V ALUE OF F INANCIAL I NSTRUMENTS (C ONTINUED )
Commitments to Extend Credit (Continued)


N OTE 16 C OMMITMENTS AND C ONTINGENCIES
The Company, Bank and Botany are parties to financial instruments with off-balance-sheet risk in the normal course of business to meet investment needs and the
financing needs of the Banks customers. These financial instruments primarily include commitments to originate and purchase loans. Those instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contract or
notional amounts of those instruments reflect the extent of involvement in particular classes of financial instruments.
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments from lines of credit are expected to
expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customers
creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, upon extension of credit, is based on managements credit
evaluation of the counterparty.


F-47
March 31, 2013
Carrying
Value
Estimated
Fair Value
(Level 1)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 2)
Significant
Other
Observable
Inputs
(Level 3)
Significant
Unobservable
Inputs
(In Thousands)
Financial assets:
Cash and cash equivalents $ 25,896 $ 25,896 $ 25,896 $ $
Securities available for sale 15,399 15,399 15,399
Securities held to maturity 462,728 479,339 479,339
Net loans receivable 456,812 485,249 485,249
Federal Home Loan Bank of New York stock 3,897 3,897 3,897
Interest receivable 3,177 3,177 3,177
Financial liabilities:
Deposits 763,692 770,479 770,479
FHLB advances 52,500 59,786 59,786
Interest payable 175 175 175
March 31, 2012
Carrying
Value
Estimated
Fair Value
(Level 1)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 2)
Significant
Other
Observable
Inputs
(Level 3)
Significant
Unobservable
Inputs
(In Thousands)
Financial assets:
Cash and cash equivalents $ 40,257 $ 40,257 $ 40,257 $ $
Securities available for sale 70,195 70,195 70,195
Securities held to maturity 504,014 521,449 521,449
Net loans receivable 436,833 462,509 462,509
Federal Home Loan Bank of New York stock 5,127 5,127 5,127
Interest receivable 3,927 3,927 3,927
Financial liabilities:
Deposits 826,275 835,021 835,021
FHLB advances 78,679 88,318 88,318
Interest payable 290 290 290
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 16 C OMMITMENTS AND C ONTINGENCIES (C ONTINUED )

The Bank anticipates that it will have sufficient funds available to meet its current commitments. At September 30, 2013 (unaudited), the Bank had outstanding
commitments to originate loans totaling approximately $4.1 million for fixed-rate one- to four-family mortgage loans with interest rates ranging from 2.75% to 4.5%,
and $4.2 million for adjustable rate loans with initial rates ranging from 3.00% to 3.75%. The commitments generally expire in three months or less.
In addition, at September 30, 2013 (unaudited), the Bank had outstanding commitments to originate adjustable rate commercial real estate loans totaling approximately
$7.3 million with initial rates ranging from 4.00% to 4.50% and a $148,000 fixed rate commercial real estate loan with a rate of 4.5%.
At September 30, 2013 (unaudited), he Bank also had commitments outstanding to purchase $10.9 million in adjustable interest rate one- to four-family mortgage loans
with initial interest rates ranging from 2.75% to 3.75%, and $4.7 million in fixed rate one- to four-family mortgage loans with interest rates ranging from 3.00% to
4.75%.
At September 30, 2013 (unaudited), the Bank also had commitments to fund $162,000 for fixed rate home equity loans with rates ranging from 3.75% to 4.25%.
At March 31, 2013, the Bank had outstanding commitments to originate one-to four family mortgage loans totaling approximately $8.9 million which included $8.5
million for fixed-rate loans with interest rates ranging from 2.75% to 4.50%, and $336,000 for an adjustable rate loan with an initial rate 2.75%. Outstanding loan
commitments at March 31, 2012 totaled $6.1 million. These commitments generally expire in three months or less.
At March 31, 2013, the Bank had outstanding commitments to originate multi-family real estate loans totaling approximately $2.9 million which included $850,000 for a
fixed-rate loan with an interest rate of 4.00%, and $2.0 million in adjustable rate loans with initial rates ranging from 3.75% to 4.00%. At March 31, 2013, the Bank had
outstanding commitments to originate adjustable rate commercial real estate loans totaling approximately $6.5 million with initial rates ranging from 4.00% to 4.50%.
There were no outstanding multi-family and commercial real estate loan commitments at March 31, 2012. These commitments generally expire in three months or less.
At March 31, 2013, the Bank also had outstanding commitments to purchase $9.0 million in one-to four family mortgage loans which included $7.7 million in loans
with fixed interest rates ranging from 2.75% to 3.75%, and $1.3 million in adjustable rate loans with initial rates ranging from 2.875% to 3.625%. At March 31, 2012,
purchase commitments totaled $2.0 million.
At September 30, 2013 (unaudited), and March 31, 2013 and 2012, undisbursed funds from customer approved unused lines of credit under a homeowners equity
lending program amounted to approximately $5.0 million, $4.8 million and $4.4 million, respectively. Unless they are specifically cancelled by notice from the Bank,
these funds represent firm commitments available to the respective borrowers on demand.
Management does not anticipate losses on any of the foregoing transactions.
Periodically, there have been various claims and lawsuits against the Company and Bank, such as claims to enforce liens, condemnation proceedings on properties in
which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any
pending legal proceedings that we believe would have a material adverse effect on our consolidated financial condition, results of operations or cash flows.


F-48
Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 17 A CCUMULATED O THER C OMPREHENSIVE I NCOME ( LOSS )
The components of accumulated other comprehensive (loss) income included in stockholders equity are as follows:

The components of other comprehensive (loss) and related tax effects are presented in the following table:



F-49
September 30, March 31,
2013 2013 2012
(In Thousands) (Unaudited)
Net unrealized gain on securities available for sale $ 211 $ 705 $ 1,788
Tax effect (87 ) (288 ) (730 )

Net of tax amount 124 417 1,058

Benefit plan adjustments (979 ) (1,023 ) (742 )
Tax effect 400 418 303

Net of tax amount (579 ) (605 ) (439 )

Accumulated other comprehensive (loss) income $ (455 ) $ (188 ) $ 619


Six Months Ended
September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(In Thousands) (Unaudited)
Securities available for sale:
Unrealized holding (loss) gain arising during the year $ (199 ) $ (130 ) $ (436 ) $ 69 $ (613 )
Less: reclassification adjustment for net realized gains (295 ) (647 ) (647 ) (872 )

(494 ) (777 ) (1,083 ) 69 (1,485 )

Defined benefit pension plan:
Pension loss 24 12 (438 ) (478 ) (170 )
Prior service cost 20 20 40 40 40
Settlement charge 117

Net change in defined benefit pension plan liability 44 32 (281 ) (438 ) (130 )

Other comprehensive (loss) before taxes (450 ) (745 ) (1,364 ) (369 ) (1,615 )
Tax effect 183 304 557 138 645

Other comprehensive (loss) $ (267 ) $ (441 ) $ (807 ) $ (231 ) $ (970 )

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 18 P ARENT O NLY F INANCIAL I NFORMATION
The following are the condensed financial statements for Clifton Savings Bancorp, Inc. (Parent company only) at September 30, 2013 (unaudited), and March 31, 2013
and 2012 and for the six months ended September 30, 2013 and 2012 (unaudited), and for the years ended March 31, 2013, 2012 and 2011.
STATEMENTS OF CONDITION
(In Thousands)

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Thousands)



F-50
September 30, March 31,
2013 2013 2012
(Unaudited)
ASSETS
Cash and due from banks $ 17,005 $ 14,284 $ 10,151
Securities held to maturity, at cost 1,031 1,374 10,365
Loans receivable from Bank and MHC 5,013 5,013 6,264
Investment in subsidiary 165,249 166,654 159,598
Interest receivable 153 54 100
Other assets 160 28 58

Total Assets $ 188,611 $ 187,407 $ 186,536

LIABILITIES AND STOCKHOLDERS EQUITY
Other liabilities $ 90 $ 79 $ 75
Stockholders equity 188,521 187,328 186,461

Total Liabilities and Stockholders Equity $ 188,611 $ 187,407 $ 186,536


Six Months Ended
September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Income:
Dividends from subsidiary $ 5,000 $ $ $ 8,000 $ 6,000
Interest on loans 100 115 223 253 280
Interest on securities 24 66 101 148 142

Total Income 5,124 181 324 8,401 6,422
Non-interest expenses 329 312 592 841 737

Income (Loss) before Income Taxes and Equity in Undistributed (Overdistributed) Earnings of
Subsidiary 4,795 (131 ) (268 ) 7,560 5,685
Income tax (benefit) (69 ) (45 ) (90 ) (150 ) (106 )

Income (Loss) before Equity in Undistributed (Overdistributed) Earnings of Subsidiary 4,864 (86 ) (178 ) 7,710 5,791
Equity in (overdistributed) undistributed earnings of subsidiary (1,711 ) 3,654 6,788 167 3,021

Net Income 3,153 3,568 6,610 7,877 8,812
Other comprehensive (loss) (267 ) (441 ) (807 ) (231 ) (970 )

Comprehensive income $ 2,886 $ 3,127 $ 5,803 $ 7,646 $ 7,842

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 18 P ARENT O NLY F INANCIAL I NFORMATION (C ONTINUED )

STATEMENTS OF CASH FLOW
(In Thousands)



F-51

Six Months Ended
September 30, Years Ended March 31,
2013 2012 2013 2012 2011
(Unaudited)
Cash Flows From Operating Activities
Net income $ 3,153 $ 3,568 $ 6,610 $ 7,877 $ 8,812
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Accretion of discounts (1 ) (1 ) (1 ) (1 )
(Increase) decrease in interest receivable (99 ) (93 ) 46 (27 ) 10
(Increase) decrease in other assets (132 ) (105 ) 30 4
Increase (decrease) in other liabilities 11 (4 ) 4 60 (69 )
Increase in deferred compensation obligation under Rabbi Trust 19 19 19 21 23
Equity in overdistributed (undistributed) earnings of subsidiary 1,711 (3,654 ) (6,788 ) (167 ) (3,021 )

Net Cash Provided by (Used In) Operating Activities 4,663 (270 ) (80 ) 7,767 5,754

Cash Flows From Investing Activities
Proceeds from maturities and repayment of securities held to maturity 343 4,536 8,992 754 806
Purchases of securities held to maturity (8,000 )
Repayment of loan receivable from Savings Bank 751 723 695
Repayment of loan receivable from Clifton MHC 500 500
Loan to Clifton MHC (250 )
Cash dividends paid on unallocated ESOP shares used to repay loan receivable from Savings Bank (149 ) (138 ) (150 )

Net Cash Provided by (Used In) Investing Activities 343 5,036 10,094 (6,661 ) 1,101

Cash Flows From Financing Activities
Dividends paid (3,097 ) (3,076 ) (6,153 ) (2,109 ) (2,106 )
Purchase of treasury stock (15 ) (12 ) (27 ) (11 ) (2,707 )
Exercise of stock options 827 299
Funding restricted stock awards 309

Net Cash (Used in) Financing Activities (2,285 ) (3,088 ) (5,881 ) (2,120 ) (4,504 )

Net Increase (Decrease) in Cash and Cash Equivalents 2,721 1,678 4,133 (1,014 ) 2,351
Cash and Cash Equivalents Beginning 14,284 10,151 10,151 11,165 8,814

Cash and Cash Equivalents Ending $ 17,005 $ 11,829 $ 14,284 $ 10,151 $ 11,165

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011

N OTE 19 Q UARTERLY F INANCIAL D ATA (U NAUDITED )


N OTE 20 S UBSEQUENT E VENT (C ONVERSION AND S TOCK O FFERING )
On November 20, 2013, the boards of directors of the Company, the Bank and Clifton MHC adopted an Amended and Restated Plan of Conversion and Reorganization
(the Plan of Conversion), which amended and restated in its entirety the plan of conversion approved by the boards of directors of the Company, the Bank and Clifton
MHC on November 8, 2010, pursuant to which the Bank will reorganize from the two-tier mutual holding company structure to the stock holding company structure.
Pursuant to the Plan of Conversion: (1) Clifton MHC will merge with and into the Company, with the


F-52
Quarter Ended

June 30,
2012
September 30,
2012
December 31,
2012
March 31,
2013
(In Thousands, Except Per Share Data)
Interest income $ 9,590 $ 8,940 $ 8,600 $ 8,263
Interest expense 3,436 3,064 2,800 2,537

Net Interest Income 6,154 5,876 5,800 5,726
Provision for loan losses 100 192 450 20
Non-interest income 171 396 278 309
Non-interest expenses 3,421 3,382 3,426 3,682
Income taxes 984 950 688 805

Net Income $ 1,820 $ 1,748 $ 1,514 $ 1,528

Net income per common share basic and diluted $ 0.07 $ 0.07 $ 0.06 $ 0.06

Dividends per common share $ 0.06 $ 0.06 $ 0.12 $

Weighted average number of common shares and common stock equivalents outstanding:
Basic 25,654 25,672 25,690 25,727

Diluted 25,673 25,689 25,801 25,924

Quarter Ended

June 30,
2011
September 30,
2011
December 31,
2011
March 31,
2012
(In Thousands, Except Per Share Data)
Interest income $ 10,652 $ 10,345 $ 10,161 $ 9,916
Interest expense 4,213 4,154 4,018 3,764

Net Interest Income 6,439 6,191 6,143 6,152
Provision for loan losses 60 0 76 111
Non-interest income 267 263 163 220
Non-interest expenses 3,864 3,246 3,042 3,387
Income taxes 991 1,139 1,106 939

Net Income $ 1,791 $ 2,069 $ 2,082 $ 1,935

Net income per common share basic and diluted $ 0.07 $ 0.08 $ 0.08 $ 0.08

Dividends per common share $ 0.12 $ $ 0.06 $ 0.06

Weighted average number of common shares and common stock equivalents outstanding:
Basic 25,580 25,598 25,617 25,635

Diluted 25,690 25,605 25,625 25,650

Table of Contents
C LIFTON S AVINGS B ANCORP , I NC . AND S UBSIDIARIES

N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
S IX M ONTHS E NDED S EPTEMBER 30, 2013 AND 2012 (U NAUDITED ) AND Y EARS E NDED M ARCH 31, 2013, 2012 AND 2011
N OTE 20 S UBSEQUENT E VENT (C ONVERSION AND S TOCK O FFERING ) (C ONTINUED )

Company being the surviving entity (the MHC Merger); (2) the Company will merge with and into a newly formed Maryland corporation named Clifton Savings
Bancorp, Inc. (the Holding Company); (3) the Bank will become a wholly-owned subsidiary of the Holding Company; (4) the shares of common stock of the
Company held by persons other than Clifton MHC (whose shares will be canceled) will be converted into shares of common stock of the Holding Company pursuant to
an exchange ratio designed to preserve the percentage ownership interests of such persons; and (5) the Holding Company will offer and sell shares of its common stock
to certain depositors and borrowers of the Bank and others in the manner and subject to the priorities set forth in the Plan of Conversion.
In connection with the Plan of Conversion, shares of the Companys common stock currently owned by Clifton MHC will be canceled and new shares of common stock,
representing the approximate 64.0% ownership interest of Clifton MHC, will be offered for sale by the Holding Company. Concurrent with the completion of the
conversion and offering, the Companys existing public shareholders will receive shares of the Holding Companys common stock for each share of the Companys
common stock they own at that date, based on an exchange ratio to ensure that they will own approximately the same percentage of the Holding Companys common
stock as they owned of the Companys common stock immediately before the conversion and offering.
At the time of conversion, liquidation accounts will be established in an amount equal to the percentage of the outstanding shares of the Company owned by Clifton
MHC before the MHC Merger, multiplied by the Companys total stockholders equity as reflected in the latest statement of financial condition contained in the final
offering prospectus for the conversion, plus the value of the net assets of Clifton MHC as reflected in the latest statement of financial condition of Clifton MHC before
the effective date of the conversion. The liquidation account will be maintained for the benefit of eligible account holders and supplemental eligible account holders
(collectively, eligible depositors) who continue to maintain their deposit accounts in the Bank after the conversion. In the event of a complete liquidation of the Bank
or the Bank and the Holding Company (and only in such event), eligible depositors who continue to maintain accounts shall be entitled to receive a distribution from the
liquidation account before any liquidation may be made with respect to common stock. Neither the Holding Company nor the Bank may declare or pay a cash dividend
if the effect thereof would cause its equity to be reduced below either the amount required for the liquidation account or the regulatory capital requirements applicable to
the Bank or the Holding Company.
The transactions contemplated by the Plan of Conversion are subject to approval by the shareholders of the Company, the members of Clifton MHC and the Board of
Governors of the Federal Reserve System. Meetings of the Companys shareholders and Clifton MHCs members are expected to be held to approve the Plan of
Conversion in the first calendar quarter of 2014. If the conversion and offering are completed, eligible conversion and offering costs will be netted against the offering
proceeds. If the conversion and offering are terminated, such costs will be expensed.


F-53
Table of Contents


You should rely only on the information contained in this prospectus. Neither Clifton Savings Bank nor Clifton Bancorp Inc. has authorized anyone to provide
you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus to
any person or in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make an offer or solicitation in those jurisdictions. The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

(Proposed Holding Company for Clifton Savings Bank)
Up to
21,275,000 Shares
COMMON STOCK


Prospectus


S ANDLER ON EILL + PARTNERS , L . P .
, 2014
Until , 2014, all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or
subscriptions.





Table of Contents
ALTERNATE PROSPECTUS FOR EXCHANGE OFFER
Explanatory Note
Clifton Bancorp Inc., a recently formed Maryland corporation, is offering shares of its common stock for sale to eligible depositors, certain borrowers and the
public in connection with the conversion of Clifton Savings Bank from the mutual holding company structure to the stock holding company structure. Concurrent with
the completion of the conversion and the offering, shares of common stock of Clifton Savings Bancorp, Inc., a federal corporation, owned by persons other than Clifton
MHC will be canceled and exchanged for shares of Clifton Bancorp Inc. This alternate prospectus serves as the proxy statement for the special meeting of shareholders
of Clifton Savings Bancorp, Inc., at which meeting shareholders will be asked to approve the amended and restated plan of conversion and reorganization, and the
prospectus for the shares of Clifton Bancorp Inc. to be issued in the exchange offer. As indicated in this alternate prospectus, portions of the alternate prospectus will be
identical to portions of the offering prospectus.
This explanatory note will not appear in the final proxy statement/prospectus.
Table of Contents
[LOGO OF CLIFTON SAVINGS BANCORP, INC.]
Dear Shareholder:
Clifton Savings Bancorp, Inc. a federal corporation that is referred to as old Clifton throughout this document, is soliciting shareholder votes regarding the
conversion of Clifton Savings Bank from the partially public mutual holding company form of organization to the fully-public stock holding company structure. The
conversion involves the formation of a new holding company for Clifton Savings Bank, which will be called Clifton Bancorp Inc. (a Maryland corporation that is
referred to as new Clifton throughout this document), the exchange of shares of new Clifton for your shares of old Clifton, and the sale by new Clifton of up to
21,275,000 shares of common stock. Upon completion of the transactions, old Clifton will cease to exist.
The Proxy VoteYour Vote Is Very Important
We have received conditional regulatory approval to implement the conversion, however we must also receive the approval of our shareholders. Enclosed is a
proxy statement/prospectus describing the proposal before our shareholders. Please promptly vote the enclosed proxy card. Our Board of Directors urges you to
vote FOR the plan of conversion.
The Exchange
At the conclusion of the conversion, your shares of old Clifton common stock will be exchanged for shares of common stock of new Clifton. The number of new
shares of new Clifton common stock that you receive will be based on an exchange ratio that is described in the proxy statement/prospectus. Shortly after the completion
of the conversion, our exchange agent will send a transmittal form to each shareholder of old Clifton who holds stock certificates. The transmittal form will explain the
procedure to follow to exchange your shares. Please do not deliver your certificate(s) before you receive the transmittal form. Shares of old Clifton that are held in street
name (e.g. in a brokerage account) will be converted automatically at the conclusion of the conversion; no action or documentation is required of you.
The Stock Offering
We are offering the shares of common stock of new Clifton for sale at $10.00 per share. The shares are being offered in a subscription offering to eligible
depositors and certain borrowers of Clifton Savings Bank. If all shares are not subscribed for in the subscription offering, shares are expected to be available in a
community offering to old Clifton public shareholders and others not eligible to place orders in the subscription offering. If you are interested in purchasing shares
of our common stock, you may request a stock order form and prospectus by calling our Stock Information Center at the phone number in the Questions and
Answers section herein. The stock offering period is expected to expire on [DATE 1], 2014.
If you have any questions please refer to the Questions and Answers section herein. We thank you for your support as a shareholder of old Clifton.
Sincerely,
John A. Celentano, Jr.
Chairman and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the prospectus. These securities are
not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Table of Contents
[LOGO]
CLIFTON BANCORP INC.
(Proposed Holding Company for Clifton Savings Bank)
PROSPECTUS OF CLIFTON BANCORP INC.
PROXY STATEMENT OF CLIFTON SAVINGS BANCORP, INC.
Clifton Savings Bank is converting from a mutual holding company structure to a fully-public ownership structure. Currently, Clifton Savings Bank is a wholly-
owned subsidiary of Clifton Savings Bancorp, Inc., a federal corporation that is referred to as old Clifton throughout this document, and Clifton MHC owns 64.0% of
old Cliftons common stock. The remaining 36.0% of old Cliftons common stock is owned by public shareholders. As a result of the conversion, our newly formed
company, Clifton Bancorp Inc., a Maryland corporation that is referred to as new Clifton throughout this document, will become the parent of Clifton Savings Bank.
Each share of old Clifton common stock owned by the public will be exchanged for between 0.9097 and 1.2307 shares of common stock of new Clifton so that old
Cliftons existing public shareholders will own approximately the same percentage of new Clifton common stock as they owned of old Cliftons common stock
immediately before the conversion. The actual number of shares that you will receive will depend on the percentage of old Clifton common stock held by the public at
the completion of the conversion, the final independent appraisal of new Clifton and the number of shares of new Clifton common stock sold in the offering described in
the following paragraph. The exchange ratio will not depend on the market price of old Clifton common stock. See Proposal 1Approval of the Plan of Conversion
Share Exchange Ratio for a discussion of the exchange ratio.
Concurrently with the exchange offer, we are offering up to 21,275,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We
must sell a minimum of 15,725,000 shares to complete the offering. All shares are offered at a price of $10.00 per share. The shares we are offering represent the 64.0%
ownership interest in old Clifton now owned by Clifton MHC. We are offering the shares of common stock in a subscription offering to eligible depositors and certain
borrowers of Clifton Savings Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community
offering, with a preference given to our local communities and the shareholders of old Clifton. We also may offer for sale shares of common stock not purchased in the
subscription offering or the community offering through a syndicated offering, which would be an offering to the general public on a best efforts basis by a syndicate of
selected broker-dealers. Instead of a syndicated offering, shares not purchased in the subscription offering or the community offering may be sold in a firm commitment
underwritten offering.
The conversion of Clifton MHC and the offering and exchange of common stock by new Clifton is referred to herein as the conversion and offering. After the
conversion and offering are completed, Clifton Savings Bank will be a wholly-owned subsidiary of new Clifton, and 100% of the common stock of new Clifton will be
owned by public shareholders. As a result of the conversion and offering, old Clifton and Clifton MHC will cease to exist.
Old Cliftons common stock currently trades on the Nasdaq Global Select Market under the symbol CSBK and we expect the common stock of new Clifton
will also trade on the Nasdaq Global Select Market under the symbol CSBK. The conversion and offering will be conducted pursuant to the amended and restated plan
of conversion and reorganization (the plan of conversion) of Clifton Savings Bank, old Clifton and Clifton MHC. The conversion and offering cannot be completed
unless the shareholders of old Clifton approve the plan of conversion. Shareholders of old Clifton will consider and vote upon the plan of conversion at old Cliftons
special meeting of shareholders at , Clifton, New Jersey , on [MEETING DATE], 2014 at :00 .m., Eastern time. Old Cliftons
board of directors unanimously recommends that shareholders vote FOR the plan of conversion.
This document serves as the proxy statement for the special meeting of shareholders of old Clifton and the prospectus for the shares of new Clifton common stock
to be issued in exchange for shares of old Clifton common stock. We urge you to read this entire document carefully. You can also obtain information about our
companies from documents that we have filed with the Securities and Exchange Commission and the Federal Reserve Board. This document does not serve as the
prospectus relating to the offering by new Clifton of its shares of common stock in the offering, which will be made pursuant to a separate prospectus.
This proxy statement/prospectus contains information that you should consider in evaluating the plan conversion. In particular, you should carefully read the
section captioned Risk Factors beginning on page for a discussion of certain risk factors relating to the conversion and offering.
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System or any state securities regulator has approved or
disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The date of this proxy statement/prospectus is , 2014, and it is first being mailed to shareholders
of old Clifton on or about , 2014.
Table of Contents
Table of Contents

Page
Questions and Answers i
Summary 1
Risk Factors 5
A Warning About Forward-Looking Statements 6
Selected Financial and Other Data 7
Special Meeting of Old Clifton Shareholders 8
Proposal 1Approval of the Plan of Conversion 10
Proposals 2 and 3Informational Proposals Related to the Articles of Incorporation of New Clifton 13
Proposal 4Adjournment of the Special Meeting 14
Use of Proceeds 15
Our Dividend Policy 16
Market for the Common Stock 17
Capitalization 18
Regulatory Capital Compliance 19
Pro Forma Data 20
Our Business 21
Managements Discussion and Analysis of Financial Condition and Results of Operations 22
Our Management 23
Stock Ownership 24
Subscriptions by Executive Officers and Directors 25
Regulation and Supervision 26
Federal and State Taxation 27
Comparison of Shareholders Rights 28
Restrictions on Acquisition of New Clifton 29
Description of New Clifton Capital Stock 30
Transfer Agent and Registrar 31
Registration Requirements 31
Legal and Tax Opinions 31
Experts 31
Change in Accountants 31
Other Information Relating to Directors and Executive Officers 32
Submission of Business Proposals and Stockholder Nominations 33
Miscellaneous 34
Where You Can Find More Information 34
Index to Financial Statements of Old Clifton 36
Table of Contents
Clifton Savings Bancorp, Inc.
1433 Van Houten Avenue
Clifton, New Jersey 07013
(973) 473-2200
Notice of Special Meeting of Shareholders
On [MEETING DATE], 2014, old Clifton will hold its special meeting of shareholders at , Clifton, New Jersey . The meeting will
begin at :00 .m., Eastern time. At the meeting, shareholders will consider and act on the following:





NOTE: The board of directors is not aware of any other business to come before the meeting.
The provisions of new Cliftons articles of incorporation, which are summarized as informational proposals 2 and 3 were approved as part of the process in which
the board of directors of old Clifton approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Boards regulations
governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the
informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if shareholders approve the plan of
conversion, regardless of whether shareholders vote to approve any or all of the informational proposals.
Only shareholders as of [RECORD DATE] are entitled to receive notice of the meeting and to vote at the meeting and any adjournments or postponements of the
meeting.
Please complete and sign the enclosed form of proxy, which is solicited by the board of directors, and mail it promptly in the enclosed envelope. The proxy will
not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Corporate Secretary
Clifton, New Jersey
[MAIL DATE], 2014

1. The approval of an amended and restated plan of conversion and reorganization (the plan of conversion) pursuant to which: (A) Clifton MHC, which
currently owns 64.0% of the common stock of old Clifton, will merge with and into old Clifton, with old Clifton being the surviving entity; (B) old Clifton
will merge with and into new Clifton, a Maryland corporation recently formed to be the holding company for Clifton Savings Bank, with new Clifton being
the surviving entity; (C) the outstanding shares of old Clifton, other than those held by Clifton MHC, will be converted into shares of common stock of
new Clifton; and (D) new Clifton will offer shares of its common stock for sale in a subscription offering and, if necessary, in a direct community offering
and/or syndicated community offering or firm commitment underwritten offering.

2. An informational proposal regarding approval of a provision in new Cliftons articles of incorporation requiring a super-majority vote to approve certain
amendments to new Cliftons articles of incorporation.

3. An informational proposal regarding approval of a provision in new Cliftons articles of incorporation to limit the voting rights of shares beneficially
owned in excess of 10% of new Cliftons outstanding voting stock.

4. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special
meeting to approve the plan of conversion.
5. Such other business that may properly come before the meeting.
Table of Contents
Questions and Answers
You should read this document for more information about the conversion and offering. The application including the plan of conversion described in this
document has been conditionally approved by the Federal Reserve Board.
The Proxy Vote


Shareholders also are asked to vote on the following informational proposals with respect to the articles of incorporation of new Clifton:


The provisions of new Cliftons articles of incorporation, which are summarized as informational proposals were approved as part of the process in which the
board of directors of old Clifton approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Boards
regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with
respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if
shareholders approve the plan of conversion, regardless of whether shareholders vote to approve any or all of the informational proposals. The provisions of new
Cliftons articles of incorporation which are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third
parties to obtain control of new Clifton, if such attempts are not approved by the board of directors, or may make the removal of the board of directors or
management, or the appointment of new directors, more difficult.
YOUR VOTE IS IMPORTANT. WE CANNOT COMPLETE THE CONVERSION AND OFFERING UNLESS THOSE PROPOSALS RECEIVES THE
AFFIRMATIVE VOTE OF A MAJORITY OF SHARES HELD BY OUR PUBLIC SHAREHOLDERS.


Shares of common stock of new Clifton, representing the 64.0% ownership interest of Clifton MHC in old Clifton, are being offered for sale to eligible depositors
of Clifton Savings Bank and, possibly, to the public. At the completion of the conversion and offering, public shareholders of old Clifton will exchange their
shares of old Clifton common stock for shares of common stock of new Clifton.
After the conversion and offering are completed, Clifton Savings Bank will be a wholly-owned subsidiary of new Clifton, and 100% of the common stock of new
Clifton will be owned by public shareholders. Our organization will have completed the transition from partial to fully-public ownership. As a result of the
conversion and offering, old Clifton and Clifton MHC will cease to exist.
See Proposal 1Approval of the Plan of Conversion beginning on page of this proxy statement/prospectus, for more information about the conversion
and offering.

i
Q. What am I being asked to approve?
A . Old Clifton shareholders as of [RECORD DATE] are asked to vote on the plan of conversion. Under the plan of conversion, Clifton Savings Bank will convert
from the mutual holding company form of organization to the stock holding company form, and as part of such conversion, our newly formed stock holding
company, also named Clifton will offer for sale, in the form of shares of its common stock, Clifton MHCs 64.0% ownership interest in old Clifton. In addition to
the shares of common stock to be issued to those who purchase shares in the offering, public shareholders of old Clifton as of the completion of the conversion
and offering will receive shares of new Clifton common stock in exchange for their existing shares of old Clifton common stock. The exchange will be based on
an exchange ratio that will result in old Cliftons existing public shareholders owning approximately the same percentage of new Clifton common stock as they
owned of old Clifton immediately prior to the conversion and offering.

Approval of a provision in new Cliftons articles of incorporation requiring a super-majority vote to approve certain amendments to new Cliftons
articles of incorporation; and

Approval of a provision in new Cliftons articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of new
Cliftons outstanding voting stock.
Q. What is the conversion and related stock offering?
A. Clifton Savings Bank is converting from a partially-public mutual holding company structure to a fully-public stock holding company ownership structure.
Currently, Clifton MHC owns 64.0% of old Cliftons common stock. The remaining 36.0% of old Cliftons common stock is owned by public shareholders. As a
result of the conversion, new Clifton will become the parent of Clifton Savings Bank.
Table of Contents













The Exchange



ii
Q. What are reasons for the conversion and offering?
A. The primary reasons for the conversion and offering are to eliminate the uncertainties associated with the mutual holding company structure under financial
reform legislation, transition us to a more familiar and flexible organizational structure, facilitate future mergers and acquisitions and improve the liquidity of our
shares of common stock.
Q. Why should I vote?
A. You are not required to vote, but your vote is very important. For us to implement the plan of conversion, we must receive the affirmative vote of (1) the holders
of at least two-thirds of the outstanding shares of old Clifton common stock, including shares held by Clifton MHC and (2) the holders of a majority of the
outstanding shares of old Clifton common stock entitled to vote at the special meeting, excluding shares held by Clifton MHC. Your board of directors
recommends that you vote FOR the plan of conversion.
Q. What happens if I dont vote?
A. Your prompt vote is very important. Not voting will have the same effect as voting Against the plan of conversion. Without sufficient favorable votes
FOR the plan of conversion, we cannot complete the conversion and offering.
Q. How do I vote?
A. You should mark your vote, sign your proxy card and return it in the enclosed proxy reply envelope. Alternatively, you may vote by telephone or via the Internet,
by following instructions on your proxy card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING AGAINST THE
PLAN OF CONVERSION.
Q. If my shares are held in street name, will my broker automatically vote on my behalf?
A. No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, using the directions that
your broker provides to you.
Q. What if I do not give voting instructions to my broker?
A. Your vote is important. If you do not instruct your broker to vote your shares, the unvoted proxy will have the same effect as a vote against the plan of
conversion.
Q. How can I revoke my proxy?
A . You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy, you must either advise the Corporate Secretary of old
Clifton in writing before your common stock has been voted at the special meeting, deliver a later-dated proxy or attend the special meeting and vote your shares
in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.
Q. I currently own shares of old Clifton common stock. What will happen to my shares as a result of the conversion?
A. At the completion of the conversion, your shares of old Clifton common stock will be canceled and exchanged for shares of common stock of new Clifton, a
newly formed Maryland corporation. The number of shares you will receive will be based on an exchange ratio, determined as of the completion of the
conversion and offering, that is intended to result in old Cliftons existing public shareholders owning approximately 35.4% of new Cliftons common stock,
which is the same percentage of old Clifton common stock currently owned by existing public shareholders as adjusted to reflect the assets of Clifton MHC.
Table of Contents









Stock Offering


Order forms, along with full payment, must be received (not postmarked) no later than : p.m., Eastern time on [DATE 1], 2014.
Other Questions?
For answers to questions about the conversion or voting, please read this proxy statement/prospectus. Questions about voting may be directed to our proxy
information agent, , by calling ( ) - , Monday through Friday, from : a.m. to : p.m., Eastern time. For answers to questions
about the stock offering, you may call our Stock Information Center, toll-free, at ( ) from : a.m. to : p.m., Eastern time, Monday through
Friday. A copy of the plan of conversion is available from Clifton Savings Bank upon written request to the Corporate Secretary and is available for inspection at the
offices of Clifton Savings Bank and at the Federal Reserve Board.

iii
Q. Does the exchange ratio depend on the market price of old Clifton common stock?
A. No, the exchange ratio will not be based on the market price of old Clifton common stock. Therefore, changes in the price of old Clifton common stock between
now and the completion of the conversion and offering will not affect the calculation of the exchange ratio.
Q. How will the actual exchange ratio be determined?
A. Because the purpose of the exchange ratio is to maintain the ownership percentage of the existing public shareholders of old Clifton, the actual exchange ratio will
depend on the number of shares of new Cliftons common stock sold in the offering and, therefore, cannot be determined until the completion of the conversion
and offering.
Q. How many shares will I receive in the exchange?
A. You will receive between 0.9097 and 1.2307 shares of new Clifton common stock for each share of old Clifton common stock you own on the date of the
completion of the conversion and offering. For example, if you own 100 shares of old Clifton common stock, and the exchange ratio is 1.0702 (at the midpoint of
the offering range), you will receive 107 shares of new Clifton common stock and $2.00 in cash, the value of the fractional share, based on the $10.00 per share
purchase price in the offering. Shareholders who hold shares in street name at a brokerage firm or are held in book-entry form by our transfer agent will receive
these funds in their accounts. Shareholders who hold stock certificates will receive a check in the mail.
Q. Should I submit my stock certificates now?
A . No. If you hold a stock certificate for old Clifton common stock, instructions for exchanging your certificate will be sent to you after completion of the conversion
and offering. Until you submit the transmittal form and certificate, you will not receive your new certificate and check for cash in lieu of fractional shares, if any.
If your shares are held in street name at a brokerage firm, the share exchange will occur automatically upon completion of the conversion and offering, without
any action on your part. Please do not send in your stock certificate until you receive a transmittal form and instructions.
Q. Do I have dissenters and appraisal rights?
A. No. Shareholders of old Clifton do not have dissenters rights in connection with the conversion and offering.
Q. May I place an order to purchase shares in the offering, in addition to the shares that I will receive in the exchange?
A. Eligible depositors and certain borrowers of Clifton Savings Bank have priority subscription rights allowing them to purchase common stock in the subscription
offering. Shares not purchased in the subscription offering may be made available for sale to the public in a community offering. Old Clifton shareholders have a
preference in the community offering after orders submitted by residents of our communities. If you would like to receive a prospectus and stock order form,
please call our Stock Information Center at ( ) from : a.m. to : p.m., Eastern time, Monday through Friday. The Stock
Information Center will be closed weekends and bank holidays.
Table of Contents

1
Summary
This summary highlights material information from this document and may not contain all the information that is important to you. To understand the
conversion and offering fully, you should read this entire document carefully.
Special Meeting of Shareholders
Date, Time and Place; Record Date
The special meeting of old Clifton shareholders is scheduled to be held at , Clifton, New Jersey at : .m., Eastern time,
on [MEETING DATE], 2014. Only old Clifton shareholders of record as of the close of business on [RECORD DATE] are entitled to notice of, and to vote at, the
special meeting of shareholders and any adjournments or postponements of the meeting.
Purpose of the Meeting
Shareholders will be voting on the following proposals at the special meeting:




The provisions of new Cliftons articles of incorporation, which are summarized as informational proposals 2 and 3 were approved as part of the process in
which the board of directors of old Clifton approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Boards
regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with
respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if
shareholders approve the plan of conversion, regardless of whether shareholders vote to approve any or all of the informational proposals. The provisions of new
Cliftons articles of incorporation, which are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third
parties to obtain control of new Clifton, if such attempts are not approved by the board of directors, or may make the removal of the board of directors or
management, or the appointment of new directors, more difficult.
Vote Required
Proposal 1: Approval of the Plan of Conversion. Approval of the plan of conversion requires the affirmative vote of holders of at least two-thirds of the
outstanding shares of old Clifton, including the shares held by Clifton MHC and a majority of the outstanding shares of old Clifton, excluding the shares held by
Clifton MHC.
Informational Proposals 2 and 3. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions
for which an informational vote is requested will become effective if shareholders approve the plan of conversion, regardless of whether shareholders vote to
approve any or all of the informational proposals.
Proposal 4: Approval of the Adjournment of the Special Meeting. We must obtain the affirmative vote of the majority of the shares represented at the
special meeting and entitled to vote to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the
special meeting to approve the proposal to approve the plan of conversion.

1. Approval of the plan of conversion;

2. An informational proposal regarding approval of a provision in new Cliftons articles of incorporation requiring a super-majority vote to approve
certain amendments to new Cliftons articles of incorporation.

3. An informational proposal regarding approval of a provision in new Cliftons articles of incorporation to limit the voting rights of shares beneficially
owned in excess of 10% of new Cliftons outstanding voting stock.

4. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the
special meeting to approve the plan of conversion.
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2
As of the record date, there were shares of old Clifton common stock outstanding, of which Clifton MHC owned 16,791,758. The directors and
executive officers of old Clifton (and their affiliates), as a group, beneficially owned shares of old Clifton common stock, representing % of the
outstanding shares of old Clifton common stock and % of the shares held by persons other than Clifton MHC as of such date. Clifton MHC and our directors
and executive officers intend to vote their shares in favor of the plan of conversion.
Our Company
Old Clifton is, and new Clifton following the completion of the conversion and offering will be, the unitary savings and loan holding company for Clifton
Savings Bank, a federally chartered savings bank. Clifton Savings Bank is headquartered in Clifton, New Jersey and has provided community banking services to
its customers since 1928. We currently operate twelve full-service locations Passaic and Bergen Counties in New Jersey. Clifton Savings Bank has one wholly-
owned subsidiary, Botany Inc., which is an investment company incorporated under New Jersey law. Botany Inc. primarily holds investments and mortgage-
backed securities in an effort to minimize Clifton Savings Banks New Jersey state tax liability. Our common stock trades on the Nasdaq Global Select Market
under the symbol CSBK.
At September 30, 2013, old Clifton had consolidated total assets of $1.1 billion, gross loans of $555.7 million, total deposits of $791.4 million and total
stockholders equity of $188.5 million. At September 30, 2013, Clifton Savings Bank exceeded all regulatory capital requirements and was not a participant in any
of the U.S. Treasurys capital raising programs for financial institutions. Our principal executive offices are located at 1433 Van Houten Avenue, Clifton, New
Jersey and our telephone number is (973) 473-2200. Our web site address is www.cliftonsavings.com . Information on our website should not be considered a part
of this proxy statement/prospectus.
The Conversion
Description of the Conversion
[SAME AS OFFERING PROSPECTUS]
Reasons for the Conversion and Offering
[SAME AS OFFERING PROSPECTUS]
Conditions to Completing the Conversion and Offering
[SAME AS OFFERING PROSPECTUS]
The Exchange of Existing Shares of Old Clifton Common Stock
[SAME AS OFFERING PROSPECTUS]

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3
Effect of the Conversion on Shareholders of Old Clifton
The following table compares historical information for new Clifton with similar information on a pro forma and per equivalent old Clifton share basis. The
information listed as per equivalent new Clifton share was obtained by multiplying the pro forma amounts by the exchange ratio indicated in the table.

How We Determined the Offering Range and Exchange Ratio
[SAME AS OFFERING PROSPECTUS]
How We Intend to Use the Proceeds of this Offering
[SAME AS OFFERING PROSPECTUS]
Benefits of the Conversion to Management
[SAME AS OFFERING PROSPECTUS]
Purchases by Directors and Executive Officers
[SAME AS OFFERING PROSPECTUS]
Market for New Cliftons Common Stock
[SAME AS OFFERING PROSPECTUS]
Our Dividend Policy
[SAME AS OFFERING PROSPECTUS]
Dissenters Rights
Shareholders of old Clifton do not have dissenters rights in connection with the conversion and offering.
Differences in Shareholder Rights
As a result of the conversion, existing shareholders of old Clifton will become shareholders of new Clifton. The rights of shareholders of new Clifton will be
less than the rights shareholders currently have. The decrease in


Old Clifton
Historical Pro Forma Exchange Ratio
Per Equivalent
New Clifton Share
Book value per share at September 30, 2013:
Sale of 15,725,000 shares $ 7.18 $ 13.67 0.9097 x $ 12.44
Sale of 18,500,000 shares 7.18 12.48 1.0702 13.36
Sale of 21,275,000 shares 7.18 11.60 1.2307 14.28
Earnings per share for the six months ended September 30, 2013:
Sale of 15,725,000 shares 0.12 0.13 0.9097 0.12
Sale of 18,500,000 shares 0.12 0.11 1.0702 0.12
Sale of 21,275,000 shares 0.12 0.09 1.2307 0.11
Price per share (1):
Sale of 15,725,000 shares 12.70 10.00 0.9097 9.10
Sale of 18,500,000 shares 12.70 10.00 1.0702 10.70
Sale of 21,275,000 shares 12.70 10.00 1.2307 12.31

(1) At November 20, 2013, which was the day of the adoption of the plan of conversion.
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4
shareholder rights results from differences between the articles of incorporation and bylaws of new Clifton and the charter and bylaws of old Clifton and from
distinctions between Maryland and federal law. The differences in shareholder rights under the articles of incorporation and bylaws of new Clifton are not
mandated by Maryland law but have been chosen by management as being in the best interests of the corporation and all of its shareholders. However, the
provisions in new Cliftons articles of incorporation and bylaws may make it more difficult to pursue a takeover attempt that management opposes. These
provisions will also make the removal of the board of directors or management, or the appointment of new directors, more difficult.
The differences in shareholder rights include the following:




Tax Consequences
[SAME AS OFFERING PROSPECTUS]

supermajority voting requirements for certain business combinations and changes to some provisions of the articles of incorporation and bylaws;
limitation on the right to vote shares;
a majority of shareholders required to call special meetings of shareholders; and
greater lead time required for shareholders to submit business proposals or director nominations.
Table of Contents
Risk Factors
You should consider carefully the following risk factors when deciding how to vote on the conversion and before purchasing shares of new Clifton common
stock.
Risks Related to Our Business
[SAME AS OFFERING PROSPECTUS]
Risks Related to the Offering and Share Exchange
The market value of new Clifton common stock received in the share exchange may be less than the market value of old Clifton common stock exchanged.
The number of shares of new Clifton common stock you receive will be based on an exchange ratio that will be determined as of the date of completion of the
conversion and offering. The exchange ratio will be based on the percentage of old Clifton common stock held by the public before the completion of the conversion and
offering, the final independent appraisal of new Clifton common stock prepared by RP Financial and the number of shares of common stock sold in the offering. The
exchange ratio will ensure that existing public shareholders of old Clifton common stock will own approximately the same percentage of new Clifton common stock
after the conversion and offering as they owned of old Clifton common stock immediately before the completion of the conversion and offering, exclusive of the effect
of their purchase of additional shares in the offering and the receipt of cash in lieu of fractional shares. The exchange ratio will not depend on the market price of old
Clifton common stock.
The exchange ratio ranges from a minimum of 0.9097 to a maximum of 1.2307 shares of new Clifton common stock per share of old Clifton common stock.
Shares of new Clifton common stock issued in the share exchange will have an initial value of $10.00 per share. Depending on the exchange ratio and the market value
of old Clifton common stock at the time of the exchange, the initial market value of the new Clifton common stock that you receive in the share exchange could be less
than the market value of the old Clifton common stock that you currently own. See Proposal 1Approval of the Plan of ConversionThe Share Exchange Ratio.
[REMAINDER SAME AS OFFERING PROSPECTUS]

5
Table of Contents
A Warning About Forward-Looking Statements
This proxy statement/prospectus contains forward-looking statements, which can be identified by the use of words such as believes, expects, anticipates,
estimates or similar expressions. Forward-looking statements include, but are not limited to:




These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-
looking statements due to, among others, the following factors:









Any of the forward-looking statements that we make in this proxy statement/prospectus and in other public statements we make may later prove incorrect because
of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.
Further information on other factors that could affect us are included in the section captioned Risk Factors .

6
statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
general economic conditions, either nationally or in our market area, that are worse than expected;

changes in the interest rate environment that reduce our interest margins, reduce the fair value of financial instruments or reduce the demand for our loan
products;
increased competitive pressures among financial services companies;
changes in consumer spending, borrowing and savings habits;
legislative or regulatory changes that adversely affect our business;
technological changes may be more difficult or expensive than expected;
success or consummation of new business initiatives may be more difficult or expensive than expected;
adverse changes in the securities markets; and

changes in accounting policies and practices, as may be adopted by Clifton Savings Bank, regulatory agencies, the Securities and Exchange Commission or
the Financial Accounting Standards Board.
Table of Contents
Selected Consolidated Financial and Other Data
[SAME AS OFFERING PROSPECTUS]

7
Table of Contents
Special Meeting of Old Clifton Shareholders
Date, Place, Time and Purpose
Old Cliftons board of directors is sending you this document to request that you allow your shares of old Clifton to be represented at the special meeting by the
persons named in the enclosed proxy card. At the special meeting, the old Clifton board of directors will ask you to vote on a proposal to approve the plan of conversion.
You will also be asked to vote on informational provisions regarding new Cliftons articles of incorporation. You also may be asked to vote on a proposal to adjourn the
special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the plan of conversion. The
special meeting will be held at , Clifton, New Jersey at : .m., Eastern time, on [MEETING DATE], 2014.
Who Can Vote at the Meeting
You are entitled to vote your old Clifton common stock if our records show that you held your shares as of the close of business on [RECORD DATE]. If your
shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy
materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker or nominee how to vote.
As of the close of business on [RECORD DATE], there were shares of old Clifton common stock outstanding. Each share of common stock has one vote.
Old Cliftons charter provides that a record owner of old Clifton common stock (other than Clifton MHC) who beneficially owns, either directly or indirectly, in excess
of 10% of old Cliftons outstanding shares, is not entitled to vote the shares held in excess of the 10% limit.
Attending the Meeting
If you are a shareholder as of the close of business on [RECORD DATE] , you may attend the meeting. However, if you hold your shares in street name, you will
need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to
vote your shares of old Clifton common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or
other nominee who holds your shares.
Vote Required
The special meeting will be held only if there is a quorum. A quorum exists if a majority of the outstanding shares of common stock entitled to vote, represented
in person or by proxy, is present at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether
there is a quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum. A broker non-vote occurs when a
broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received voting instructions from the beneficial owner.
Proposal 1: Approval of the Plan of Conversion . To be approved, the plan of conversion requires the affirmative vote of at least two-thirds of the outstanding
shares of old Clifton common stock, including the shares held by Clifton MHC, and the affirmative vote of a majority of the votes eligible to be cast at the meeting,
excluding shares of Clifton MHC. Abstentions and broker non-votes will have the same effect as a vote against the plan of conversion.
Informational Proposals 2 and 3: Approval of Certain Provisions in New Cliftons Articles of Incorporation. While we are asking you to vote with respect to
each of the informational proposals, the proposed provisions for which an informational vote is requested will become effective if shareholders approve the plan of
conversion, regardless of whether shareholders vote to approve any or all of the informational proposals.
Proposal 3: Approval of the Adjournment of the Special Meeting. We must obtain the affirmative vote of the majority of the shares represented at the special
meeting and entitled to vote to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to
approve the proposal to approve the plan of conversion.

8
Table of Contents
Shares Held by Clifton MHC and Our Officers and Directors
As of [RECORD DATE], Clifton MHC beneficially owned 16,791,758 shares of old Clifton common stock. This equals 64.0% of our outstanding shares. Clifton
MHC intends to vote all of its shares in favor of the plan of conversion.
As of [RECORD DATE], our officers and directors beneficially owned shares of old Clifton common stock, not including shares that they may acquire
upon the exercise of outstanding stock options. This equals % of our outstanding shares and % of shares held by persons other than Clifton MHC.
Voting by Proxy
Our board of directors is sending you this proxy statement to request that you allow your shares of old Clifton common stock to be represented at the special
meeting by the persons named in the enclosed proxy card. All shares of old Clifton common stock represented at the meeting by properly executed and dated proxies
will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be
voted as recommended by our board of directors. Our board of directors recommends that you vote FOR approval of the plan of conversion and reorganization,
FOR each of the Informational Proposals 2 and 3 and FOR approval of the adjournment of the special meeting.
If any matters not described in this proxy statement are properly presented at the special meeting, the persons named in the proxy card will use their judgment to
determine how to vote your shares. We do not know of any other matters to be presented at the special meeting.
You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy, you must either advise the Corporate Secretary of old
Clifton in writing before your common stock has been voted at the special meeting, deliver a later-dated proxy or attend the special meeting and vote your shares in
person. Attendance at the special meeting will not in itself constitute revocation of your proxy.
If your old Clifton common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your
shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form
provided by your broker, bank or other nominee that accompanies this proxy statement/prospectus.
Solicitation of Proxies
Old Clifton will pay for this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of old Clifton may solicit proxies
personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Old Clifton will, upon request, reimburse
brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.
Old Clifton has retained , a proxy solicitation firm, and has agreed to pay them a fee of $ for shareholder solicitation services and $ for
shareholder information agent services plus reasonable out-of-pocket expenses and charges for telephone calls made and received in connection with this solicitation.
Participants in the ESOP, 401(k) Plan and Equity Incentive Plan
If you participate in the ESOP or the Equity Incentive Plan or if you invest in old Clifton common stock through the old Clifton Stock Fund in our 401(k) Plan,
you will receive a vote authorization form for each plan that reflects all shares you may direct the trustees to vote on your behalf under the respective plans. Under the
terms of the ESOP, all allocated shares of old Clifton common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. All unallocated
shares of old Clifton common stock held by the ESOP and all allocated shares for which no timely voting instructions are received are voted by the ESOP trustee in the
same proportion as shares for which the trustee has received timely voting instructions from other ESOP participants, subject to the exercise of its fiduciary duties.
Under the terms of the 401(k) Plan, a participant may direct the trustee how to vote the shares in the old Clifton Stock Fund credited to his or her account. The trustee
will vote all shares for which it does not receive timely instructions from participants in the same proportion as shares for which the trustee received voting instructions
from other 401(k) Plan participants. Under the Equity Incentive Plan, participants may direct the trustee how to vote their unvested restricted stock awards. The trustee
will vote all shares held in the trust for which it does not receive timely instructions as directed by old Clifton. The deadline for returning your voting instructions is
, 2014.

9
Table of Contents
Proposal 1Approval of the Plan of Conversion
This conversion is being conducted pursuant to a plan of conversion approved by the boards of directors of Clifton MHC, old Clifton and Clifton
Savings Bank. The Federal Reserve Board has conditionally approved the application that includes the plan of conversion; however, such approval does not
constitute a recommendation or endorsement of the plan of conversion by such agency.
General
On November 20, 2013, the boards of directors of Clifton MHC, old Clifton and Clifton Savings Bank unanimously adopted an amended and restated plan of
conversion (which is referred to as the plan of conversion), which amended and restated in its entirety the plan of conversion approved by the boards of directors of
Clifton MHC, old Clifton and Clifton Savings Bank on November 8, 2010. The second-step conversion that we are now undertaking involves a series of transactions by
which we will convert our organization from the partially public mutual holding company form to the fully public stock holding company structure. Under the plan of
conversion, Clifton Savings Bank will convert from the mutual holding company form of organization to the stock holding company form of organization and become a
wholly owned subsidiary of new Clifton, a newly formed Maryland corporation. Current shareholders of old Clifton, other than Clifton MHC, will receive shares of new
Clifton common stock in exchange for their shares of old Clifton common stock. Following the conversion and offering, old Clifton and Clifton MHC will no longer
exist.
The conversion to a stock holding company structure also includes the offering by new Clifton of its common stock to eligible depositors and certain borrowers of
Clifton Savings Bank in a subscription offering and to members of the general public through a community offering. We also may offer for sale shares of common stock
not purchased in the subscription offering or the community offering through a syndicated offering, which would be an offering to the general public on a best efforts
basis by a syndicate of selected broker-dealers. Instead of a syndicated offering, shares not purchased in the subscription offering or the community offering may be sold
in a firm commitment underwritten offering. See Syndicated Offering or Firm Commitment Underwritten Offering herein. The amount of capital being raised in the
offering is based on an independent appraisal of new Clifton. Most of the terms of the offering are required by the regulations of the Federal Reserve Board.
Consummation of the conversion and offering requires the approval of the Federal Reserve Board. In addition, pursuant to Federal Reserve Board regulations,
consummation of the conversion and offering is conditioned upon the approval of the plan of conversion by (1) at least a majority of the total number of votes eligible to
be cast by members of Clifton MHC, (2) the holders of at least two-thirds of the shares of old Clifton common stock eligible to vote, including shares held by Clifton
MHC, and (3) the holders of at least a majority of the outstanding shares of common stock of old Clifton, excluding shares held by Clifton MHC.
The Federal Reserve Board approved the application that includes our plan of conversion, subject to, among other things, approval of the plan of conversion by
Clifton MHCs members and old Cliftons shareholders. Meetings of Clifton MHCs members and old Cliftons shareholders have been called for this purpose and will
be held on , 2014.
Funds received before completion of the offering will be maintained in a segregated account at Clifton Savings Bank until completion or termination of the
offering. If we fail to receive the necessary shareholder or member approval, or if we cancel the conversion and offering for any reason, orders for common stock
already submitted will be canceled, subscribers funds will be returned promptly with interest calculated at Clifton Savings Banks passbook savings rate and all deposit
account withdrawal holds will be canceled. We will not make any deduction from the returned funds for the costs of the offering.
The following is a brief summary of the pertinent aspects of the conversion and offering. A copy of the plan of conversion is available from Clifton Savings Bank
upon request and is available for inspection at the offices of Clifton Savings Bank and at the Federal Reserve Board. The plan of conversion is also filed as an exhibit to
the registration statement, of which this proxy statement/prospectus forms a part, that new Clifton has filed with the Securities and Exchange Commission. See Where
You Can Find More Information .
Reasons for the Conversion and Offering
[SAME AS OFFERING PROSPECTUS]

10
Table of Contents
Description of the Conversion
[SAME AS OFFERING PROSPECTUS]
Share Exchange Ratio for Current Shareholders
[SAME AS OFFERING PROSPECTUS]
How We Determined the Offering Range and the $10.00 Purchase Price
[SAME AS OFFERING PROSPECTUS]
Subscription Offering and Subscription Rights
Under the plan of conversion, we have granted rights to subscribe for our common stock to the following persons in the following order of priority:




The amount of common stock that any person may purchase will depend on the availability of the common stock after satisfaction of all subscriptions having
prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of conversion. See Limitations on Purchases of
Shares . All persons on a joint deposit account will be counted as a single subscriber to determine the maximum amount that may be subscribed for by an individual in
the offering.
Purchase of Shares
Eligible depositors and certain borrowers of Clifton Savings Bank have priority subscription rights allowing them to purchase common stock in the subscription
offering. Shares not purchased in the subscription offering may be made available for sale to the public in a community offering. Old Clifton shareholders have a
preference in the community offering after orders submitted by residents of our communities. If you would like to receive a prospectus and stock order form, please call
our Stock Information Center at ( ) from : a.m. to : p.m., Eastern time, Monday through Friday. The Stock Information Center will be closed
weekends and bank holidays.
Marketing Arrangements
[SAME AS OFFERING PROSPECTUS]
Book Entry Delivery
After completion of the conversion, each holder of a certificate(s) evidencing shares of old Clifton common stock (other than Clifton MHC), upon surrender of
the certificate to our transfer agent, which is anticipated to serve as the exchange agent for the conversion, will receive a book entry statement the number of full shares
of new Clifton common stock into which the holders shares have been converted based on the exchange ratio. Stock certificates will not be issued. Promptly following
the consummation of the conversion, the exchange agent will mail to each such holder of record of an outstanding certificate evidencing shares of old Clifton common
stock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificate shall pass, only upon delivery of such
certificate to the exchange agent) advising such holder of the terms of the exchange and of the procedure for surrendering to the exchange agent such

11

1. Persons with deposits in Clifton Savings Bank with balances of $50 or more (qualifying deposits) as of the close of business on September 30, 2012
(eligible account holders).
2. Our employee stock ownership plan.

3. Persons with qualifying deposits in Clifton Savings Bank as of the close of business on December 31, 2013 who are not eligible account holders, excluding
our officers, directors and their associates (supplemental eligible account holders).

4. Clifton Savings Banks depositors as of the close of business on who are not in categories 1 or 3 above and borrowers as of March 3, 2004
whose loans continue to be outstanding at (other members).
Table of Contents
certificate in exchange for a book entry statement evidencing new Clifton common stock. Old Clifton shareholders should not forward their certificates to old
Clifton or the exchange agent until they have received the transmittal letter. If you hold shares of old Clifton common stock in street name, your account should
automatically be credited with shares of new Clifton common stock following consummation of the conversion. No transmittal forms will be mailed relating to shares
held in street name.
We will not issue any fractional shares of new Clifton common stock. For each fractional share that would otherwise be issued as a result of the exchange of new
Clifton common stock for old Clifton common stock, we will pay an amount equal to the product obtained by multiplying the fractional share interest to which the
former old Clifton shareholder would otherwise be entitled by $10.00. Payment for fractional shares will be made as soon as practicable after receipt by the exchange
agent of surrendered old Clifton stock certificates. If you hold shares of old Clifton common stock in street name, your account should automatically be credited with
cash in lieu of fractional shares.
No holder of a certificate representing shares of old Clifton common stock will be entitled to receive any dividends on old Clifton common stock until the
certificate representing such holders shares of old Clifton common stock is surrendered in exchange for a book entry statement representing shares of new Clifton
common stock. If we declare dividends after the conversion but before surrender of certificates representing shares of old Clifton common stock, dividends payable on
shares of old Clifton common stock not then issued shall accrue without interest. Any such dividends shall be paid without interest upon surrender of the certificates
representing shares of old Clifton common stock. We will be entitled, after the completion of the conversion, to treat certificates representing shares of old Clifton
common stock as evidencing ownership of the number of full shares of new Clifton common stock into which the shares of old Clifton common stock represented by
such certificates shall have been converted, notwithstanding the failure on the part of the holder thereof to surrender such certificates.
We will not be obligated to deliver a book entry statement representing shares of new Clifton common stock to which a holder of old Clifton common stock
would otherwise be entitled as a result of the conversion until such holder surrenders the certificate(s) representing the shares of old Clifton common stock for exchange
as provided above, or provides an appropriate affidavit of loss and indemnity agreement and/or a bond. If any certificate evidencing shares of old Clifton common stock
is to be issued in a name other than that in which the certificate evidencing old Clifton common stock surrendered in exchange therefor is registered, it shall be a
condition of the issuance that the certificate so surrendered shall be properly endorsed and otherwise be in proper form for transfer and that the person requesting such
exchange pay to the exchange agent any transfer or other tax required by reason of the issuance of a certificate for shares of common stock in any name other than that
of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.
Restrictions on Repurchase of Stock
[SAME AS OFFERING PROSPECTUS]
Effects of Conversion on Depositors and Borrowers
[SAME AS OFFERING PROSPECTUS]
Liquidation Rights
[SAME AS OFFERING PROSPECTUS]
Material Income Tax Consequences
[SAME AS OFFERING PROSPECTUS]
Accounting Consequences
The conversion will be accounted for as a change in legal organization and form and not a business combination. Accordingly, the carrying amount of the assets
and liabilities of Clifton Federal Savings Bank will remain unchanged from their historical cost basis.

12
Table of Contents
Interpretation, Amendment and Termination
All interpretations of the plan of conversion by our board of directors will be final, subject to the authority of the Federal Reserve Board. The plan of conversion
provides that, if deemed necessary or desirable by the board of directors, the plan of conversion may be substantively amended by a majority vote of the board of
directors as a result of comments from regulatory authorities or otherwise, at any time before the submission of proxy materials to the members of Clifton MHC and
shareholders of old Clifton. Amendment of the plan of conversion thereafter requires a majority vote of the board of directors, with the concurrence of the Federal
Reserve Board. The plan of conversion may be terminated by a majority vote of the board of directors at any time before the earlier of the date of the special meeting of
shareholders and the date of the special meeting of members of Clifton MHC, and may be terminated by the board of directors at any time thereafter with the
concurrence of the Federal Reserve Board. The plan of conversion will terminate if the conversion and offering are not completed within 24 months from the date on
which the members of Clifton MHC approve the plan of conversion, and may not be extended by us or the Federal Reserve Board.
Proposals 2 and 3Informational Proposals Related to the
Articles of Incorporation of New Clifton
By their approval of the plan of conversion as set forth in Proposal 1, the board of directors of old Clifton has approved each of the informational proposals
numbered 2 and 3, both of which relate to provisions included in the articles of incorporation of new Clifton. Each of these informational proposals is discussed in more
detail below.
As a result of the conversion, the public shareholders of old Clifton, whose rights are presently governed by the charter and bylaws of old Clifton, will become
shareholders of new Clifton, whose rights will be governed by the articles of incorporation and bylaws of new Clifton. The following informational proposals address
the material differences between the governing documents of the two companies. This discussion is qualified in its entirety by reference to the charter of old Clifton and
the articles of incorporation of new Clifton. See Where You Can Find Additional Information for procedures for obtaining a copy of those documents.
The provisions of new Cliftons articles of incorporation which are summarized as informational proposals 2 and 3 were approved as part of the process in which
the board of directors of old Clifton approved the plan of conversion. These proposals are informational in nature only, because the Federal Reserve Boards regulations
governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. Old Cliftons shareholders are not being asked to approve
these informational proposals at the special meeting. While we are asking you to vote with respect to each of the informational proposals set forth below, the proposed
provisions for which an informational vote is requested will become effective if shareholders approve the plan of conversion, regardless of whether shareholders vote to
approve any or all of the informational proposals. The provisions of new Cliftons articles of incorporation which are summarized as informational proposals may have
the effect of deterring or rendering more difficult attempts by third parties to obtain control of new Clifton, if such attempts are not approved by the board of directors, or
may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Informational Proposal 2Approval of a Provision in New Cliftons Articles of Incorporation Requiring a Super-Majority Vote to Approve Certain
Amendments to New Cliftons Articles of incorporation. No amendment of the charter of old Clifton may be made unless it is first proposed by the board of directors,
then preliminarily approved by the Federal Reserve Board, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting.
The articles of incorporation of new Clifton generally may be amended by the holders of a majority of the shares entitled to vote, provided that any amendment of
Section C of Article Sixth (limitation on common stock voting rights), Section B of Article Seventh (classification of board of directors), Sections F and J of Article
Eighth (amendment of bylaws and elimination of director and officer liability) and Article Tenth (amendment of certain provisions of the Articles), must be approved by
the affirmative vote of the holders of at least 75% of the outstanding shares entitled to vote, except that the board of directors may amend the articles of incorporation
without any action by the shareholders to the fullest extent allowed under Maryland law.
These limitations on amendments to specified provisions of new Cliftons articles of incorporation are intended to ensure that the referenced provisions are not
limited or changed upon a simple majority vote. While this limits the ability of shareholders to amend those provisions, Clifton MHC, as the holder of a majority of the
outstanding shares of old Clifton, currently can effectively block any shareholder proposed change to the charter.

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This provision in new Cliftons articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where to ability to make
fundamental changes through amendments to the articles of incorporation is an important element of the takeover strategy of the potential acquiror. The board of
directors believes that the provisions limiting certain amendments to the articles of incorporation will put the board of directors in a stronger position to negotiate with
third parties with respect to transactions potentially affecting the corporate structure of new Clifton and the fundamental rights of its shareholders, and to preserve the
ability of all shareholders to have an effective voice in the outcome of such matters.
The board of directors recommends that you vote FOR the approval of a provision in new Cliftons articles of incorporation requiring a super-
majority vote to approve certain amendments to new Cliftons articles of incorporation.
Informational Proposal 3Approval of a Provision in New Cliftons Articles of incorporation to Limit the Voting Rights of Shares Beneficially Owned in
Excess of 10% of New Cliftons Outstanding Voting Stock. The articles of incorporation of new Clifton provide that in no event shall any person who directly or
indirectly beneficially owns in excess of 10% of the then-outstanding shares of common stock as of the record date for the determination of shareholders entitled or
permitted to vote on any matter (the 10% limit) be entitled or permitted to any vote in respect of the shares held in excess of the 10% limit. This 10% limit restriction
does not apply if the beneficial owners ownership of shares in excess of the 10% limit was approved by a majority of unaffiliated directors. Beneficial ownership is
determined pursuant to the federal securities laws and includes, but is not limited to, shares as to which any person and his or her affiliates (1) have the right to acquire
upon the exercise of conversion rights, exchange rights, warrants or options and (2) have or share investment or voting power (but shall not be deemed the beneficial
owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of shareholders, and that are not otherwise beneficially, or deemed by
new Clifton to be beneficially, owned by such person and his or her affiliates).
The foregoing restriction does not apply to:


The board of directors recommends that you vote FOR the approval of a provision in new Cliftons articles of incorporation to limit the voting rights
of shares beneficially owned in excess of 10% of new Cliftons outstanding voting stock.
Proposal 4Adjournment of the Special Meeting
If there are not sufficient votes to constitute a quorum or to approve the plan of conversion at the time of the special meeting, the plan of conversion may not be
approved unless the special meeting is adjourned to a later date or dates in order to permit further solicitation of proxies. In order to allow proxies that have been
received by old Clifton at the time of the special meeting to be voted for an adjournment, if necessary, old Clifton has submitted the question of adjournment to its
shareholders as a separate matter for their consideration. The board of directors of old Clifton recommends that shareholders vote FOR the adjournment proposal. If it
is necessary to adjourn the special meeting, no notice of the adjourned special meeting is required to be given to shareholders (unless the adjournment is for more than
30 days or if a new record date is fixed), other than an announcement at the special meeting of the hour, date and place to which the special meeting is adjourned.
The board of directors recommends that you vote FOR the adjournment of the special meeting, if necessary, to solicit additional proxies if there are
not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion.

14
any director or officer acting solely in their capacities as directors and officers; or
any employee benefit plans of new Clifton or any subsidiary or a trustee of a plan.
Table of Contents
Use of Proceeds
[SAME AS OFFERING PROSPECTUS]

15
Table of Contents
Our Dividend Policy
[SAME AS OFFERING PROSPECTUS]

16
Table of Contents
Market for the Common Stock
[SAME AS OFFERING PROSPECTUS]

17
Table of Contents
Capitalization
[SAME AS OFFERING PROSPECTUS]

18
Table of Contents
Regulatory Capital Compliance
[SAME AS OFFERING PROSPECTUS]

19
Table of Contents
Pro Forma Data
[SAME AS OFFERING PROSPECTUS]

20
Table of Contents
Our Business
[SAME AS OFFERING PROSPECTUS]

21
Table of Contents
Managements Discussion and Analysis of
Financial Condition and Results of Operations
[SAME AS OFFERING PROSPECTUS]

22
Table of Contents
Our Management
[SAME AS OFFERING PROSPECTUS]

23
Table of Contents
Stock Ownership
[SAME AS OFFERING PROSPECTUS]

24
Table of Contents
Subscriptions by Executive Officers and Directors
[SAME AS OFFERING PROSPECTUS]

25
Table of Contents
Regulation and Supervision
[SAME AS OFFERING PROSPECTUS]

26
Table of Contents
Federal and State Taxation
[SAME AS OFFERING PROSPECTUS]

27
Table of Contents
Comparison of Shareholders Rights
[SAME AS OFFERING PROSPECTUS]

28
Table of Contents
Restrictions on Acquisition of New Clifton
[SAME AS OFFERING PROSPECTUS]

29
Table of Contents
Description of New Clifton Capital Stock
[SAME AS OFFERING PROSPECTUS]

30
Table of Contents
Transfer Agent and Registrar
The transfer agent and registrar for the common stock of new Clifton will be Registrar and Transfer Company, Cranford, New Jersey.
Registration Requirements
In connection with the conversion and offering, we will register our common stock with the Securities and Exchange Commission under Section 12(b) of the
Securities Exchange Act of 1934, as amended, and will not deregister our common stock for a period of at least three years following the conversion and offering. As a
result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will
apply.
Legal and Tax Opinions
The legality of our common stock has been passed upon for us by Kilpatrick Townsend & Stockton LLP, Washington, D.C. The federal income tax consequences
of the conversion have been opined upon by Kilpatrick Townsend & Stockton LLP. BDO USA, LLP has provided an opinion to us regarding the New Jersey income tax
consequences of the conversion. Kilpatrick Townsend & Stockton LLP and BDO USA, LLP have consented to the references to their opinions in this proxy
statement/prospectus. Certain legal matters will be passed upon for Sandler ONeill & Partners, L.P. by Arnold & Porter LLP, New York, New York.
Experts
The consolidated financial statements of old Clifton and subsidiary as of March 31, 2013 and 2012, and for each of the years in the three-year period ended
March 31, 2013, have been included in this proxy statement/prospectus in reliance upon the report of ParenteBeard, LLC, an independent registered public accounting
firm, which is included herein and upon the authority of said firm as experts in accounting and auditing.
RP Financial has consented to the summary in this proxy statement/prospectus of its report to us setting forth its opinion as to our estimated pro forma market
value and to the use of its name and statements with respect to it appearing in this proxy statement/prospectus.
Change in Accountants
On June 26, 2013, the Audit/Compliance Committee of old Cliftons board of directors voted to dismiss ParenteBeard LLC, the independent auditors for old
Clifton, effective as of June 26, 2013.
The audit reports of ParenteBeard LLC on the consolidated financial statements of old Clifton for the years ended March 31, 2013 and 2012 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended March 31,
2013 and 2012 and through the subsequent interim period preceding June 26, 2013, there were no disagreements between old Clifton and ParenteBeard LLC on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of
ParenteBeard LLC would have caused them to make reference thereto in their reports on old Cliftons financial statements for such years.
On June 26, 2013, the Audit/Compliance Committee of old Cliftons board of directors engaged BDO USA, LLP as old Cliftons independent registered public
accounting firm. During the years ended March 31, 2013 and 2012 and the subsequent interim period preceding the engagement of BDO USA, LLP, old Clifton did not
consult with BDO USA, LLP regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit
opinion that might be rendered on old Cliftons financial statements, and BDO USA, LLP did not provide any written report or oral advice that BDO USA, LLP
concluded was an important factor considered by old Clifton in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that
was either the subject of a disagreement with ParenteBeard LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure or the subject of a reportable event.

31
Table of Contents
Other Information Relating to Directors and Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires old Cliftons executive officers and directors, and persons who own more than 10% of any
registered class of old Cliftons equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These
individuals are required by regulation to furnish old Clifton with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and written representations provided to old Clifton from the individuals required to file the
reports, old Clifton believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Company common
stock during the fiscal year ended March 31, 2013.
Policies and Procedures Governing Related Persons Transactions
Old Clifton maintains a Policy and Procedures Governing Related Person Transactions, which is a written policy and set of procedures for the review and
approval or ratification of transactions involving related persons. Under the policy, related persons consist of directors, director nominees, executive officers, persons or
entities known to us to be the beneficial owner of more than five percent of any outstanding class of the voting securities of old Clifton, or immediate family members or
certain affiliated entities of any of the foregoing persons.
Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or
relationships, in which:



The policy excludes certain transactions, including:



Related person transactions will be approved or ratified by the Audit/Compliance Committee. In determining whether to approve or ratify a related person
transaction, the Audit/Compliance Committee will consider all relevant factors, including:





A member of the Audit/Compliance Committee who has an interest in the transaction will abstain from voting on approval of the transaction, but may, if so
requested by the chair of the Audit/Compliance Committee, participate in some or all of the discussion.

32
the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;
old Clifton is, will, or may be expected to be a participant; and
any related person has or will have a direct or indirect material interest.

any compensation paid to an executive officer of old Clifton if the Compensation Committee of the board approved (or recommended that the board
approve) such compensation;
any compensation paid to a director of old Clifton if the board or an authorized committee of the board approved such compensation; and

any transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of old Cliftons
business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to old Cliftons
employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).
whether the terms of the proposed transaction are at least as favorable to old Clifton as those that might be achieved with an unaffiliated third party;
the size of the transaction and the amount of consideration payable to the related person;
the nature of the interest of the related person;
whether the transaction may involve a conflict of interest; and
whether the transaction involves the provision of goods and services to old Clifton that are available from unaffiliated third parties.
Table of Contents
In accordance with banking regulations and its policy, the board of directors reviews all loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of old Cliftons capital and surplus (up
to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the board of directors. Additionally, pursuant to
old Cliftons Code of Ethics and Business Conduct, all executive officers and directors of old Clifton must disclose any existing or potential conflicts of interest to the
Chief Executive Officer of old Clifton. Such potential conflicts of interest include, but are not limited to, the following: (i) old Clifton conducting business with or
competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (ii) the ownership of more
than 5% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with old Clifton.
Transactions with Related Persons
Loans and Extensions of Credit. The Sarbanes-Oxley Act of 2002 generally prohibits loans by new Clifton to its executive officers and directors. However, the
Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Clifton Savings Bank to its executive officers and directors in compliance with
federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured financial institutions must be
made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to
Clifton Savings Bank and must not involve more than the normal risk of repayment or present other unfavorable features. Clifton Savings Bank is therefore prohibited
from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding
this rule, federal regulations permit Clifton Savings Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit
program generally available to all other employees of Clifton Savings Bank and does not give preference to any executive officer or director over any other employee,
although Clifton Savings Bank does not currently have such a program in place.
At September 30, 2013, all Clifton Savings Bank loans to related persons (as defined under Securities and Exchange Commission rules) were made in the
ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other
persons not related to Clifton Savings Bank and did not involve more than the normal risk of collectability or present other unfavorable features.
Submission of Business Proposals and Stockholder Nominations
If the conversion is completed as expected, old Clifton will no longer exist. Old Clifton will not hold an annual meeting of stockholders in 2014 if the conversion
is completed as expected.
If the conversion is not completed, old Clifton will hold its annual meeting of stockholders in 2014. Old Clifton must receive proposals that stockholders seek to
include in the proxy statement for old Cliftons next annual meeting no later than February 28, 2014. If the annual meeting is held on a date more than 30 calendar days
from August 8, 2014, a stockholder proposal must be received by a reasonable time before old Clifton begins to print and mail its proxy solicitation material for such
annual meeting. Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.
Old Cliftons bylaws provide that in order for a stockholder to make nominations for the election of directors or proposals for business to be brought before the
annual meeting, a stockholder must deliver notice of such nominations and/or proposals to the Secretary of old Clifton not less than 30 days before the date of the annual
meeting; provided that if less than 40 days notice or prior public disclosure of the date of the annual meeting is given to stockholders, such notice must be received not
later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed to stockholders or prior public disclosure
of the meeting date was made. A copy of the bylaws may be obtained from old Clifton.
If the conversion is completed as expected, new Clifton will hold its first annual meeting of stockholders as a public company in 2014. Under new Cliftons
bylaws a person may not be nominated for election as a director unless that person is nominated by or at the direction of the new Clifton board of directors or by a
shareholder who has given appropriate notice to new Clifton before the meeting. Similarly, a shareholder may not bring business before an annual meeting unless the

33
Table of Contents
shareholder has given new Clifton appropriate notice of its intention to bring that business before the meeting. New Cliftons secretary must receive notice of the
nomination or proposal not less than 90 days before the annual meeting; provided, however, that if less than 100 days notice of prior public disclosure of the date of the
meeting is given or made to the shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such public disclosure was made.
Shareholder Communications
Old Clifton encourages shareholder communications to the board of directors and/or individual directors. Shareholders who wish to communicate with the board
of directors or an individual director should send their communications to the care of , Corporate Secretary, Clifton Savings Bancorp, Inc., 1433 Van
Houten Avenue, Clifton, New Jersey 07013. Communications regarding financial or accounting policies should be sent to the attention of the Chairperson of the Audit
Committee.
Miscellaneous
Old Clifton will pay the cost of this proxy solicitation. Old Clifton will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of old Clifton. Additionally, directors, officers and other employees of old Clifton may
solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities. Old Clifton has retained , a proxy
solicitation firm, to assist it in soliciting proxies and has agreed to pay them a fee of $ plus reasonable expenses for these services.
If you and others who share your address own your shares in street name, your broker or other holder of record may be sending only one annual report and
proxy statement to your address. This practice, known as householding, is designed to reduce our printing and postage costs. However, if a shareholder residing at
such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your
shares in street name and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other
holder of record.
If you and others who share your address own your shares in street name, your broker or other holder of record may be sending only one Annual Report and
proxy statement to your address. This practice, known as householding, is designed to reduce our printing and postage costs. However, if a shareholder residing at
such an address wishes to receive a separate Annual Report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own
your shares in street name and are receiving multiple copies of our Annual Report and proxy statement, you can request householding by contacting your broker or other
holder of record.
Where You Can Find More Information
We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common
stock to be issued in exchange for shares of old Clifton. This proxy statement/prospectus forms a part of the registration statement. The registration statement, including
the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to
omit certain information included in the registration statement from this proxy statement/prospectus. You may read and copy the registration statement at the Securities
and Exchange Commissions public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-
0330 for further information on the Securities and Exchange Commissions public reference room. The registration statement also is available to the public from
commercial document retrieval services and at the Internet World Wide Web site maintained by the Securities and Exchange Commission at http://www.sec.gov.
Clifton MHC has filed an application for approval of the plan of conversion with the Federal Reserve Board. This proxy statement/prospectus omits certain
information contained in the application. The application may be inspected, without charge, at the offices of the Board of Governors of the Federal Reserve Board
System, 20
th
Street and Constitution Avenue, NW, Washington, DC 20551 and at the Federal Reserve Board Bank of Philadelphia, Ten Independence Mall,
Philadelphia, Pennsylvania 19106.

34
Table of Contents
A copy of the plan of conversion is available without charge from Clifton Savings Bank by contacting the Stock Information Center.
The appraisal report of RP Financial has been filed as an exhibit to our registration statement and to our application to the Federal Reserve Board. Portions of the
appraisal report were filed electronically with the Securities and Exchange Commission and are available on its Web site as described above. The entire appraisal report
is available at the public reference room of the Securities and Exchange Commission and the offices of the Federal Reserve Board as described above.

35
Table of Contents
Index to Financial Statements of Old Clifton
[SAME AS OFFERING PROSPECTUS]

36
Table of Contents
Explanatory Note
The following pages constitute the 401(k) Plan prospectus supplement of Clifton Bancorp Inc. Such prospectus supplement will wrap around the prospectus of
Clifton Bancorp Inc.
This explanatory note will not appear in the final 401(k) Plan prospectus supplement.
Table of Contents
PARTICIPATION INTERESTS IN
CLIFTON SAVINGS BANK 401(k) SAVINGS PLAN
AND
OFFERING OF 470,100 SHARES OF
CLIFTON BANCORP INC.
COMMON STOCK ($0.01 PAR VALUE)

In connection with the conversion of Clifton MHC from a mutual holding company form of organization to the stock form of organization, Clifton Bancorp Inc.
(Clifton Bancorp) is offering shares of Clifton Bancorp common stock for sale (the Stock Offering). This prospectus supplement relates to the offer and sale of
Clifton Bancorp common stock in the Stock Offering to participants in the Clifton Savings Bank 401(k) Savings Plan (the 401(k) Plan).
Participants wishing to participate in the Stock Offering using their funds in the 401(k) Plan may direct the 401(k) Plan trustee to use all or a portion of their
account balances (excluding funds currently invested in the Clifton Bancorp Stock Fund) to subscribe for and purchase shares of Clifton Bancorp common stock in the
Stock Offering. Based upon the value of the 401(k) Plan assets as of September 30, 2013, the 401(k) Plan trustee may purchase up to 470,100 shares of Clifton Bancorp
common stock at a purchase price in the Stock Offering of $10.00 per share.
The Clifton Bancorp Inc. prospectus dated , which is attached to this prospectus supplement, includes detailed information regarding the offering of shares
of Clifton Bancorp common stock and the financial condition, results of operations and business of Clifton Savings Bank (Clifton Savings). This prospectus
supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to Risk Factors beginning on page of the prospectus.
Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System,
nor any other state or federal agency or any state securities commission, has approved or disapproved these securities. Any representation to the contrary is a
criminal offense.
These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
This prospectus supplement may be used only in connection with offers and sales by Clifton Bancorp of participation interests or shares of common stock under
the 401(k) Plan in the offering. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the 401(k) Plan.
You should rely only on the information contained in this prospectus supplement and the attached prospectus. Neither Clifton Bancorp, Clifton Savings nor the
401(k) Plan has authorized anyone to provide you with different information.
This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock
shall under any circumstances imply that there has been no change in the affairs of Clifton Savings or the 401(k) Plan since the date of this prospectus supplement, or
that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is [ ].



Table of Contents
TABLE OF CONTENTS

Page
THE OFFERING 1
Securities Offered 1
Election to Purchase Clifton Bancorp Inc. Common Stock in the Stock Offering 1
Value of Participation Interests 2
Method of Directing Your Investment Election 2
Time for Directing Your Investment Election 2
Irrevocability of Your Investment Election and Restrictions on Transferability 2
Purchase Price of Clifton Bancorp Inc. Common Stock 2
Nature of a Participants Interest in Clifton Bancorp Inc. Common Stock 3
Voting and Tender Rights of Clifton Bancorp Inc. Common Stock 3
Future Direction to Purchase Common Stock 3
DESCRIPTION OF THE 401(k) PLAN 3
Introduction 3
Eligibility and Participation 4
Contributions Under the 401(k) Plan 4
401(k) Plan Investments 5
Benefits Under the 401(k) Plan 7
Withdrawals and Distributions from the 401(k) Plan 7
ADMINISTRATION OF THE 401(k) PLAN 8
Trustees 8
Reports to 401(k) Plan Participants 8
Plan Administrator 8
Amendment and Termination 8
Merger, Consolidation or Transfer 8
Federal Income Tax Consequences 8
Restrictions on Resale 10
SEC Reporting and Short-Swing Profit Liability 10
Financial Information Regarding Plan Assets 11
LEGAL OPINION 11
Table of Contents
THE OFFERING
Securities Offered
The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. At a purchase price of $10.00 per share, the 401
(k) Plan trustee may subscribe for up to 470,100 shares of Clifton Bancorp Inc. common stock in the stock offering (the Stock Offering). The interests offered by
means of this prospectus supplement are conditioned on the close of the Stock Offering. Certain subscription rights and purchase limitations also govern your investment
in the Clifton Bancorp Stock Fund in connection with the Stock Offering. See The Conversion and Stock OfferingSubscription Offering and Subscription Rights
and Limitations on Purchases of Shares in the prospectus attached to this prospectus supplement for further discussion of these subscription rights and purchase
limitations.
This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the Stock Offering and the
financial condition, results of operations and business of Clifton Savings and its affiliates. The address of the principal executive office of Clifton Savings is 1433 Van
Houten Avenue, Clifton, New Jersey 07013. The telephone number of Clifton Savings is (973) 473-2200.
Election to Purchase Clifton Bancorp Inc. Common Stock in the Stock Offering
If you elect to participate in the Stock Offering using all or a portion of your 401(k) Plan funds (excluding funds currently invested in the Clifton Bancorp Stock
Fund) you must complete and submit the blue investment form included with this prospectus supplement (Investment Form) to . See Method for
Directing Your Investment Election and Time for Directing Your Investment Election for detailed information on how to participate in the Stock Offering using your
401(k) Plan funds.
All 401(k) plan participants are eligible to direct the 401(k) Plan trustee to use all or a portion of their 401(k) Plan assets (excluding funds currently invested in
the Clifton Bancorp Stock Fund) to invest in the Stock Offering. However, your order for shares of Clifton Bancorp common stock in the Stock Offering will be filled
based on your subscription rights. Clifton Bancorp has granted subscription rights to the following persons in the following order of priority: (1) persons with $50 or
more on deposit at Clifton Savings as of the close of business on September 30, 2012; (2) persons with $50 or more on deposit at Clifton Savings as of the close of
business on December 31, 2013 who are not eligible in Category 1; and (3) Clifton Savings Banks depositors as of the close of business on who are not
eligible in the other categories noted and borrowers as of March 3, 2004 whose loans continue to be outstanding on . If you fall into one of the above
subscription offering categories, you have subscription rights to purchase shares of Clifton Bancorp common stock in the Stock Offering and you may use your account
balance in the 401(k) Plan to subscribe for shares of Clifton Bancorp common stock. To the extent shares of common stock remain available after filling offers in the
subscription offering, shares will be available in a community offering.
The limitations on the total amount of Clifton Bancorp common stock that you may purchase in the Stock Offering, as described in the prospectus (see The
Conversion and Stock OfferingLimitations on Purchases of Shares ), will be calculated based on the aggregate amount that you subscribed for: (a) through your 401
(k) Plan account and (b) through your sources of funds outside of the 401(k) Plan. Whether you place an order through the 401(k) Plan, outside the 401(k) Plan, or both,
the number of shares of Clifton Bancorp common stock, if any, that you receive will be determined based on the total number of subscriptions, your purchase priority
and the allocation priorities described in the prospectus. If, as a result of the calculation, you are allocated insufficient shares to fill all of your orders, available shares
will be allocated between orders on a pro rata basis.

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Value of Participation Interests
As of September 30, 2013, the market value of the 401(k) Plan assets equaled approximately $4,701,000 (excluding funds invested in the Clifton Bancorp Stock
Fund). All 401(k) Plan participants have received a benefit statement reflecting the value of his or her beneficial interest in the 401(k) Plan as of September 30, 2013.
The value of the 401(k) Plan assets represents past contributions made to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less
previous withdrawals.
Method of Directing Your Investment Election
If you wish to use your 401(k) Plan funds to participate in the Stock Offering please complete, sign the enclosed blue Investment Form and submit it to Christine
Piano before the investment deadline noted below. The blue Investment Form allows you to liquidate a percentage of your beneficial interest in the assets of the 401(k)
Plan (in multiples not less than 1%) and use those funds to invest in Clifton Bancorp common stock in the Stock Offering. Prior to purchasing Clifton Bancorp common
stock in the Stock Offering, your liquidated funds will be held in a money market fund earning market rates of interest until the 401(k) Plan trustees can use the cash to
purchase shares of Clifton Bancorp in the Stock Offering. Only funds divisible by $10.00, the per share price of Clifton Bancorp common stock in the Stock Offering,
will be used to purchase shares of common stock in the Stock Offering.
Time for Directing Your Investment Election
The deadline for submitting your Investment Form to Christine Piano is , .
Irrevocability of Your Investment Election and Restrictions on Transferability
Once you submit your Investment Form to Clifton Savings Bank, you cannot change your election to subscribe for shares in the Stock Offering. You may be able
to change your investments in other investment funds under the 401(k) Plan, subject, however, to the terms of the 401(k) Plan and any blackout notices to the contrary
that you receive from the Plan Administrator.
If you are an officer of Clifton Savings Bank or Clifton Bancorp the shares of Clifton Bancorp common stock you purchase in the Stock Offering may not be sold
for a period of one year following the close of the Stock Offering, except in the event of your death or unless approved by the Federal Deposit Insurance Corporation.
Shares purchased through the Clifton Bancorp Stock Fund after the close of the stock offering will be free of this restriction.
Purchase Price of Clifton Bancorp Inc. Common Stock
The 401(k) Plan trustee will use the funds transferred to the Clifton Bancorp Stock Fund to purchase shares of Clifton Bancorp common stock in the Stock
Offering. The 401(k) Plan trustee will pay the same price for shares of Clifton Bancorp common stock as all other persons who purchase shares of Clifton Bancorp
common stock in the Stock Offering. If there is not enough common stock available in the Stock Offering to fill all subscriptions, the common stock will be apportioned
and the trustee may not be able to purchase all of the common stock you requested. If the Stock Offering is oversubscribed and your order is cut back, your 401(k) Plan
funds that are not invested in the Clifton Bancorp common stock as a result of the cut-back will be reinvested in accordance with the investment elections you have in
place for your elective deferrals.

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Nature of a Participants Interest in Clifton Bancorp Inc. Common Stock
The 401(k) Plan trustee will hold Clifton Bancorp common stock in the name of the 401(k) Plan. The 401(k) Plan trustee will credit shares of Clifton Bancorp
common stock acquired at your direction to your account under the 401(k) Plan. Your interest in the Clifton Bancorp Stock Fund will be credited in units. Immediately
after the close of the Stock Offering each unit will equal one share of Clifton Bancorp common stock. Once the Clifton Bancorp Stock Fund begins to have open market
purchases, each unit will consist of a portion of cash and common stock. For liquidity purposes, the Clifton Bancorp Stock Fund will be % in cash.
Voting and Tender Rights of Clifton Bancorp Inc. Common Stock
The 401(k) Plan trustee will exercise voting and tender rights attributable to all Clifton Bancorp common stock held in the Clifton Bancorp Stock Fund, as
directed by participants with interests in the Clifton Bancorp Stock Fund. With respect to each matter as to which holders of Clifton Bancorp common stock have a right
to vote, you will have voting instruction rights that reflect your proportionate interest in the Clifton Bancorp Stock Fund. The number of shares of Clifton Bancorp
common stock held in the Clifton Bancorp Stock Fund voted for and against each matter will be proportionate to the number of voting instruction rights exercised. If
there is a tender offer for Clifton Bancorp common stock, the 401(k) Plan allots each participant a number of tender instruction rights reflecting each participants
proportionate interest in the Clifton Bancorp Stock Fund. The percentage of shares of Clifton Bancorp common stock held in the Clifton Bancorp Stock Fund that will
be tendered will be the same as the percentage of the total number of tender instruction rights exercised in favor of the tender offer. The remaining shares of Clifton
Bancorp common stock held in the Clifton Bancorp Stock Fund will not be tendered. The 401(k) Plan provides that participants will exercise their voting instruction
rights and tender instruction rights on a confidential basis.
Future Direction to Purchase Common Stock
You will be able to invest in the Clifton Bancorp Stock Fund after the Stock Offering by accessing your account via the Internet and directing the trustee to invest
your future contributions or your account balance in the 401(k) Plan into the Clifton Bancorp Stock Fund. After the Stock Offering, to the extent that shares of common
stock are available, Pentegra Trust Company will acquire Clifton Bancorp common stock at your election in open market transactions at the prevailing market price.
Special restrictions may apply to transfers directed to and from the Clifton Bancorp Stock Fund by the participants who are subject to the provisions of Section 16(b) of
the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of Clifton Bancorp.
DESCRIPTION OF THE 401(k) PLAN
Introduction
Clifton Savings adopted the amended and restated 401(k) Plan effective . Clifton Savings intends for the 401(k) Plan to comply, in form and in
operation, with all applicable provisions of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended (ERISA). Clifton
Savings may amend the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Clifton Savings may also amend the 401(k) Plan
from time to

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time in the future to add, modify, or eliminate certain features of the plan, as it sees fit. Federal law provides you with various rights and protections as a participant in
the 401(k) Plan, which is governed by ERISA. However, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.
Reference to Full Text of the Plan. The following portions of this prospectus supplement summarize the material provisions of the 401(k) Plan. Clifton Savings
qualifies this summary in its entirety by reference to the full text of the 401(k) Plan. You may obtain copies of the 401(k) Plan document, including any amendments to
the plan and a summary plan description, by contacting Christine Piano at (973) 473-2200 ext. 103. You should carefully read the 401(k) Plan documents to understand
your rights and obligations under the 401(k) Plan.
Eligibility and Participation
Clifton Savings employees must attain age 21 and complete at least one (1) year of eligibility service in order to participate in the 401(k) Plan. As of September
30, 2013, 85 of the 92 eligible employees of Clifton Savings participated in the 401(k) Plan.
Contributions Under the 401(k) Plan
Employee Pre-Tax Contributions. As a 401(k) Plan participant, you may defer a percentage of your salary (1% to 25%) into the 401(k) Plan, however, the most
you may contribute on a before tax basis in any Plan Year is $17,500 for 2013 (this amount may be adjusted annually by law). For purposes of the Plan, salary is
defined as the wages paid to you by Clifton Savings Bank. It includes, among other things, overtime, commissions and bonuses. The maximum amount of your salary
that may be used for purposes of the 401(k) Plan is $255,000 for the 2013 Plan Year. In addition to pre-tax salary deferrals, you may make catch up contributions if
you are currently age 50 or will be 50 before the end of the calendar year. The catch up contribution limit for 2013 is $5,500. You are always 100% vested in your
elective deferrals.
Clifton Savings Matching Contributions. The 401(k) Plan currently provides that Clifton Savings will make matching contributions on behalf of each eligible
participant with respect to each eligible participants elective deferrals. If you elect to defer funds into the 401(k) Plan, Clifton Savings currently matches 50% of the
first 4.5% of salary you defer into the 401(k) Plan. Clifton Savings makes matching contributions only to those participants who actively defer a percentage of their
compensation into the 401(k) Plan.
Rollover Contributions. Clifton Savings allows employees who receive a distribution from a previous employers tax-qualified employee benefit plan to deposit
that distribution into a Rollover Contribution account under the 401(k) Plan, provided the rollover contribution satisfies IRS requirements. For additional information on
Rollover Contributions see the Summary Plan Description for the 401(k) Plan.

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401(k) Plan Investments
Effective September 30, 2013, the 401(k) Plan offers the following investment choices:

TD Ameritrade Sunrise Retirement Diversified Income Fund. This Fund targets 40% of its assets in a diversified mix of equity mutual funds and 60% in fixed-
income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity
securities. The fixed-Income exposure will be invested in intermediate-term fixed-income and money market mutual funds.
TD Ameritrade Sunrise Retirement Balanced Fund. This Fund targets 55% of its assets in a diversified mix of equity mutual funds and 45% in fixed-income
mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities.
The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds.
TD Ameritrade Sunrise Retirement Balanced Equity Fund. This Fund targets 70% of its assets in a diversified mix of equity mutual funds and 30% in fixed-
income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity
securities. The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds.
TD Ameritrade Sunrise Retirement Diversified Equity Fund. This Fund seeks to be 97% invested in a diversified mix of equity mutual funds, including mutual
funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities. The balance will be invested in a money market
portfolio.
Wells Fargo Stable Value Fund. The Wells Fargo Stable Return Fund is managed to protect principal while providing the potential for higher rates of return than
other conservative investments, such as money market funds. The Fund invests in a diversified pool of investment contracts issued by high quality financial institutions.
These assets include guaranteed investment contracts (GICs), bank investment contracts (BICs), and security backed contracts.

5

Annual Rates of Return as of
December 31,
Fund Name 2010 2011 2012
TD Ameritrade Sunrise Retirement Diversified Income Fund N/A 2.87 % 10.26 %
TD Ameritrade Sunrise Retirement Balanced Fund 8.18 % 3.32 12.05
TD Ameritrade Sunrise Retirement Balanced Equity Fund 10.26 1.63 13.31
TD Ameritrade Sunrise Retirement Diversified Equity Fund N/A 1.97 16.70
Wells Fargo Stable Value Fund 2.20 1.58 1.21
American Beacon Large Cap Value Fund Plan Ahead 14.11 -2.72 18.68
Columbia Funds Series TrustColumbia Midcap Index Fund Investor A 26.05 -2.14 17.31
American Europacific Growth Fund R4 9.39 -13.61 19.22
Neuberger Berman Genesis Fund Trust 21.38 4.60 9.82
T Rowe Price Blue Chip Growth Fund Advisor 16.16 1.26 18.12
SSgA S&P 500 Index Fund 14.94 1.86 16.03
American Century Government Bond Fund IV 5.35 7.51 2.18
Clifton Savings Bancorp, Inc. Unitized Stock Fund
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American Beacon Large Cap Value Fund Plan Ahead. The Fund seeks long-term capital appreciation and current income. The Fund invests primarily in equity
securities of large-cap U.S. companies. The assets of the Fund are allocated among different sub-advisors. The sub-advisors typically seek to invest in companies
believed to be undervalued at the time of purchase.
Columbia Funds Series TrustColumbia Midcap Index Fund Investor A. The Fund seeks total return before fees and expenses that corresponds to the total
return of the S&P MidCap 400 Index. The Fund normally invests primarily in common stocks that comprise the index in approximately the same weightings as the
Index.
American Europacific Growth Fund R4. The Fund seeks long-term growth of capital. The Fund normally invests primarily in common stocks of issuers in
Europe and the Pacific Basin. A portion of assets may be invested in common stocks and other securities of companies in countries with emerging or developing
economies and/or markets.
Neuberger Berman Genesis Fund Trust. The Fund seeks growth of capital. The Fund invests mainly in common stocks of small-cap companies. The Fund looks
for companies believed to be undervalued whose current market shares and balance sheets are strong. The Fund seeks to reduce risk by diversifying among many
companies and industries.
T Rowe Price Blue Chip Growth Fund Advisor. The Fund seeks to provide long-term capital growth. Income is a secondary objective. The Fund normally
invests primarily in the common stocks of large and medium-sized blue chip companies that are well established in their industries and have the potential for above-
average earnings growth.
SSgA S&P 500 Index Fund. The Fund seeks to replicate as closely as possible the performance of the S&P 500 Index. The Fund invests substantially all of its
assets in a master fund. The Fund generally intends to invest, via the master fund, in all 500 stocks comprising the Index in proportion to their weightings in the Index.
American Century Government Bond Fund IV. The Fund seeks high current income. The Fund normally invests primarily in U.S. government debt securities,
including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities.
Clifton Savings Bancorp, Inc. Unitized Stock Fund.
This fund invests primarily in the common stock of Clifton Bancorp. Each participants proportionate undivided beneficial interest in the Clifton Bancorp Stock
Fund is measured by units. The daily unit value is calculated by determining the market value of the common stock held and adding to that any cash held by the fund.
Upon payment of a cash dividend, the unit value is determined prior to distributing the dividend. The dividend is used, to the extent practicable, to purchase
shares of Clifton Bancorp common stock. Pending investment in the common stock, assets held in the Clifton Bancorp Stock Fund are placed in bank deposits and other
short-term investments.
As of the date of this prospectus supplement, no shares of Clifton Bancorp common stock have been issued or are outstanding, and there is no established market
for Clifton Bancorp common stock.

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Accordingly, there is no record of the historical performance of the Clifton Bancorp Stock Fund. Performance of the Clifton Bancorp Stock Fund depends on a number
of factors, including the financial condition and profitability of Clifton Savings and general stock market conditions. See Risk Factors in the attached prospectus.
Once you have submitted your Investment Election Form, you may not change your investment directions in the Stock Offering.
Benefits Under the 401(k) Plan
Vesting. All participants are 100% vested in their 401(k) Plan account balances. This means you have a non-forfeitable right to these funds and any earnings on
the funds at all times.
Withdrawals and Distributions from the 401(k) Plan
Withdrawals Before Termination of Employment. While in active service, participants may take loans from the 401(k) Plan (subject to the restrictions set forth
in the 401(k) Plan and the Clifton Savings loan policy). A participant may also take hardship withdrawals, provided the participant has a hardship event as defined by the
Internal Revenue Service regulations and subject to approval by the Plan Administrator. If a participant reaches age 59
1
2 , the participant may elect to withdraw all or
a portion of his or her 401(k) Plan account balance while still employed by Clifton Savings.
Distribution Upon Retirement, Death or Disability. If a participants accounts are $1,000 or less upon termination of employment, payment will be in the form of
a lump sum as of a valuation date as soon thereafter as administratively possible. If a participants accounts exceed $1,000 upon termination of employment, and the
participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan
Administrator.
Distribution Upon Termination for Any Other Reason. If a participants accounts are $1,000 or less upon termination of employment, payment will be in the
form of a lump sum as of a valuation date as soon thereafter as administratively possible. If a participants accounts exceed $1,000 upon termination of employment, and
the participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan
Administrator.
Nonalienation of Benefits. Except with respect to federal income tax withholding, and as provided for under a qualified domestic relations order, benefits
payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise
dispose of any rights to benefits payable under the 401(k) Plan will be void.
Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the 401(k) Plan
before your termination of employment with Clifton Savings. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain
59
1
2 years of age, regardless of whether the withdrawal occurs during your employment with Clifton Savings or after termination of employment.

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ADMINISTRATION OF THE 401(k) PLAN
Trustees
The board of directors of Clifton Savings has appointed Pentegra Trust Company to serve as trustee for the 401(k) Plan. The Plan trustee receives, holds and
invests the contributions to the 401(k) Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the 401(k) Plan and the
directions of the Plan Administrator. The trustee is responsible for the investment of the trust assets, as directed by the Plan Administrator and the participants.
Reports to 401(k) Plan Participants
The Plan Administrator furnishes participants quarterly statements that show the balance in their accounts as of the statement date, contributions made to their
accounts during that period and any additional adjustments required to reflect earnings or losses. In addition, 401(k) Plan participants have Internet access to their
account balances at all times.
Plan Administrator
Clifton Savings acts as Plan Administrator for the 401(k) Plan. The Plan Administrator handles the following administrative functions: interpreting the provisions
of the plan, prescribing procedures for filing applications for benefits, preparing and distributing information explaining the plan, maintaining plan records, books of
account and all other data necessary for the proper administration of the plan, preparing and filing all returns and reports required by the U.S. Department of Labor and
the IRS and making all required disclosures to participants, beneficiaries and others under ERISA.
Amendment and Termination
Clifton Savings expects to continue the 401(k) Plan indefinitely. Nevertheless, Clifton Savings may terminate the 401(k) Plan at any time. If Clifton Savings
terminates the 401(k) Plan in whole or in part, all affected participants become fully vested in their accounts, regardless of other provisions of the 401(k) Plan. Clifton
Savings reserves the right to make, from time to time, changes which do not cause any part of the trust to be used for, or diverted to, any purpose other than the
exclusive benefit of participants or their beneficiaries. Clifton Savings may amend the plan, however, as necessary or desirable, in order to comply with ERISA or the
Internal Revenue Code.
Merger, Consolidation or Transfer
If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and either the 401(k) Plan or the other plan is subsequently
terminated, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer that would equal or exceed the benefit you would
have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had terminated at that time.
Federal Income Tax Consequences
The following briefly summarizes the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive
description of the material federal income tax consequences of the 401(k) Plan. Statutory provisions change, as do their interpretation, and their application may vary in
individual circumstances. Finally, applicable state and local income tax laws may have different tax consequences than the federal income tax laws. 401(k) Plan
participants should consult a tax advisor with respect to any transaction involving the 401(k) Plan, including any distribution from the 401(k) Plan.

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As a tax-qualified retirement plan, the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including the following:



Clifton Savings administers the 401(k) Plan to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any
change in the law. If Clifton Savings should receive an adverse determination letter from the Internal Revenue Service regarding the 401(k) Plans tax exempt status, all
participants would generally recognize income equal to their vested interests in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed
from the 401(k) Plan to an Individual Retirement Account or to another qualified retirement plan, and Clifton Savings would be denied certain tax deductions taken in
connection with the 401(k) Plan.
Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant qualifies as a lump sum distribution if it is made
within one taxable year, on account of the participants death, disability or separation from service, or after the participant attains age 59
1
2 ; and consists of the
balance credited to the participant under this plan and all other profit sharing plans, if any, maintained by Clifton Savings. The portion of any lump sum distribution
included in taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution, less the amount of after-tax contributions, if any,
made to any other profit-sharing plans maintained by Clifton Savings, if the distribution includes those amounts.
Clifton Bancorp Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Clifton Bancorp common stock, the distribution
generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation on Clifton Bancorp
common stock; that is, the excess of the value of Clifton Bancorp common stock at the time of the distribution over the cost or other basis of the securities to the trust.
The tax basis of Clifton Bancorp common stock, for purposes of computing gain or loss on a subsequent sale, equals the value of Clifton Bancorp common stock at the
time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Clifton Bancorp common stock, to the
extent of the net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long you hold the Clifton Bancorp common stock, or the
holding period. Any gain on a subsequent sale or other taxable disposition of Clifton Bancorp common stock that exceeds the amount of net unrealized appreciation
upon distribution is considered long-term capital gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net
unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under IRS regulations.

9
(1) the sponsoring employer may take an immediate tax deduction for the amount contributed to the plan each year;
(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and
(3) earnings of the plan are tax-deferred, thereby permitting the tax-deferred accumulation of income and gains on investments.
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We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the
Internal Revenue Code. We do not intend this description to be a complete or definitive description of the federal income tax consequences of participating in
or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of
participating in and receiving distributions from the 401(k) Plan.
Restrictions on Resale
Any affiliate of Clifton Bancorp under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the
401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a
registration statement, or under Rule 144 or some other exemption from these registration requirements. An affiliate of Clifton Bancorp is someone who directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Clifton Bancorp. Generally, a director, principal officer or
major shareholder of a corporation is deemed to be an affiliate of that corporation.
Any person who may be an affiliate of Clifton Bancorp may wish to consult with counsel before transferring any common stock they own. In addition,
participants should consult with counsel regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended, which may restrict the
sale of Clifton Bancorp common stock acquired under the 401(k) Plan or other sales of Clifton Bancorp common stock.
Persons who are not deemed to be affiliates of Clifton Bancorp at the time of resale may resell freely any shares of Clifton Bancorp common stock distributed
to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as
amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law. A person deemed an affiliate of Clifton Bancorp
at the time of a proposed resale may publicly resell common stock only under a re-offer prospectus or in accordance with the restrictions and conditions contained in
Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus supplement or the accompanying
prospectus in connection with any such resale. In general, Rule 144 restricts the amount of common stock which an affiliate may publicly resell in any three-month
period to the greater of one percent of Clifton Bancorp common stock then outstanding or the average weekly trading volume reported on the Nasdaq Capital Market
during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Clifton Bancorp is current in filing
all required reports under the Securities Exchange Act of 1934, as amended.
SEC Reporting and Short-Swing Profit Liability
Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially
own more than 10% of public companies such as Clifton Bancorp. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of
beneficial ownership. Within ten days of becoming a person required to file reports under Section 16(a), such person must file a Form 3 reporting initial beneficial
ownership with the Securities and Exchange Commission (SEC). Such persons must also report periodically certain changes in beneficial ownership involving the
allocation or reallocation of assets held in their 401(k) Plan accounts, either on a Form 4 within two business days after a transaction, or annually on a Form 5 within 45
days after the close of a companys fiscal year.

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In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Clifton
Bancorp of profits realized from the purchase and sale or sale and purchase of its common stock within any six-month period by any officer, director or person who
beneficially owns more than 10% of the common stock.
The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the short-swing profit recovery provisions of Section 16(b). The
exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or person who
beneficially owns more than 10% of the common stock of a company.
Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order,
persons who are subject to Section 16(b) may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to
hold the shares of common stock distributed from the 401(k) Plan for six months after the distribution date.
Financial Information Regarding Plan Assets
Financial information representing the net assets available for 401(k) Plan benefits at September 30, 2013 is available upon written request to Christine Piano at
Clifton Savings Bank.
LEGAL OPINION
The validity of the issuance of the common stock of Clifton Bancorp will be passed upon by Kilpatrick Townsend & Stockton LLP, Washington, DC. Kilpatrick
Townsend & Stockton LLP is acting as special counsel for Clifton Bancorp in connection with the Stock Offering.

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CLIFTON SAVINGS BANK 401(k) SAVINGS PLAN
INVESTMENT FORM

1. Instructions . In connection with the Stock Offering, you may direct up to 100% of your current 401(k) Plan account balance (excluding funds currently
invested in the Clifton Bancorp Stock Fund) into the Clifton Bancorp Stock Fund (the Employer Stock Fund). The percentage of your 401(k) Plan account (up to
100%) transferred into the Employer Stock Fund will be used to purchase shares of Clifton Bancorp common stock in the Stock Offering.
To direct a transfer of the funds credited to your 401(k) Plan account to the Employer Stock Fund, you must complete, sign and submit this form to Christine
Piano by on . Current Clifton Savings employees should return their forms through inter-office mail. Former Clifton Savings employees should
return their forms using the business reply envelope that has been provided. A representative for the Plan Administrator will retain a copy of this form and return a copy
to you. If you need any assistance in completing this form, please contact Christine Piano at (973) 473-2200 ext. 103. If you do not complete and return this form to
Christine Piano by on , the funds credited to your account under the 401(k) Plan will continue to be invested in accordance with your prior
investment directions, or in accordance with the terms of the Plan if no investment directions have been provided.
2. Investment Directions . I hereby authorize the Plan Administrator to direct the Trustee to invest the following percentages (in multiples of not less than 1%) of
my 401(k) Plan account balance in the Employer Stock Fund:

I understand that my election to transfer funds to the Employer Stock Fund to purchase shares of Clifton Bancorp stock in the Stock Offering is
irrevocable. I understand that the funds transferred to the Employer Stock Fund will be divisible by $10.00, the per share price for the common stock offering in the
Stock Offering.

i
Name of Plan Participant:
Social Security Number:
Fund Name
TD Ameritrade Sunrise Retirement Diversified Income Fund %
TD Ameritrade Sunrise Retirement Balanced Fund %
TD Ameritrade Sunrise Retirement Balanced Equity Fund %
TD Ameritrade Sunrise Retirement Diversified Equity Fund %
Wells Fargo Stable Value Fund %
American Beacon Large Cap Value Fund Plan Ahead %
Columbia Funds Series TrustColumbia Midcap Index Fund Investor A %
American Europacific Growth Fund R4 %
Neuberger Berman Genesis Fund Trust %
T Rowe Price Blue Chip Growth Fund Advisor %
SSgA S&P 500 Index Fund %
American Century Government Bond Fund IV %
Table of Contents
3. Purchaser Information . The ability of a 401(k) Plan participant to purchase Clifton Bancorp stock in the Stock Offering is based upon the participants
subscription rights in the Stock Offering. Please indicate your status (check one) :



4. Acknowledgment of Participant . I understand that this Investment Form shall be subject to all of the terms and conditions of the 401(k) Plan. I acknowledge
that I have received a copy of the Prospectus and the Prospectus Supplement. I acknowledge further that my investment election on this form is irrevocable.

THE PARTICIPATION INTERESTS REPRESENTED BY THE COMMON STOCK OFFERED HEREBY ARE NOT DEPOSIT ACCOUNTS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY AND ARE NOT
GUARANTEED BY CLIFTON BANCORP OR CLIFTON SAVINGS. THE COMMON STOCK IS SUBJECT TO AN INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
PLEASE COMPLETE AND RETURN TO CHRISTINE PIANO
AT CLIFTON SAVINGS BY ON .

ii
Check here if you had $50.00 or more on deposit at Clifton Savings as of the close of business on September 30, 2012.

Check here if you had $50 or more on deposit at Clifton Savings as of the close of business on December 31, 2013 and are not eligible in Category
1.

Check here if you are Clifton Savings Banks depositor as of the close of business on who are not eligible in the other categories
noted, and borrower as of March 3, 2004 whose loan continue to be outstanding on .



Signature of Participant Date


Acknowledgment of Receipt by Administrator. This Investment Form was received by the Plan Administrator and will become effective on the date noted below.

By:
Date
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth our anticipated expenses of the offering:


The Articles of Incorporation of Clifton Bancorp Inc. provides as follows:
NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent
required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and
(B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporations Bylaws and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is
necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or
contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the
Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Any
indemnification payments made pursuant to this Article NINTH are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit
Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359).

None.

II-1
SEC filing fee (1) $ 42,393
FINRA filing fee (1) 49,870
Nasdaq fees and expenses 15,000
EDGAR, printing, postage and mailing 210,000
Legal fees and expenses 525,000
Accounting fees and expenses 125,000
Appraisers fees and expenses 130,000
Marketing firm expenses (including legal fees) (2) 125,000
Conversion agent fees and expenses 40,000
Business plan fees and expenses 55,500
Transfer agent and registrar fees and expenses 10,000
Certificate printing 5,000
Miscellaneous 5,237

TOTAL 1,338,000

(1) Estimate based on the registration of $329,130,570 of common stock.
(2) In addition, (i) Sandler ONeill & Partners, L.P. will receive a fee estimated to be 1.0% of the aggregate price of the shares sold in the subscription and
community offerings (excluding shares purchased by insiders and tax-qualified benefit plans) and (ii) Sandler ONeill & Partners, L.P. and other selected dealers
will receive aggregate fees currently estimated to be 5.0% of the aggregate price of shares sold in the syndicated community offering, if any.
Item 14. Indemnification of Directors and Officers.
Item 15. Recent Sales of Unregistered Securities.
Table of Contents
The exhibits filed as a part of this Registration Statement are as follows:



II-2
Item 16. Exhibits and Financial Statement Schedules.
(a) List of Exhibits
Exhibit Description Location
1.1

Engagement Letter by and between Clifton MHC, Clifton Savings
Bancorp, Inc., Clifton Savings Bank and Sandler ONeill & Partners, L.P.
as marketing agent and records agent
Filed herewith
1.2 Agency Agreement To be filed by amendment
2.0

Plan of Conversion and Reorganization

Incorporated herein by reference to Exhibit 2.1 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed on
November 22, 2013
3.1 Articles of Incorporation of Clifton Savings Bancorp, Inc. Filed herewith
3.2 Bylaws of Clifton Savings Bancorp, Inc. Filed herewith
4.0 Specimen Stock Certificate of Clifton Savings Bancorp, Inc. Filed herewith
5.0 Form of Opinion of Kilpatrick Townsend & Stockton LLP re: Legality Filed herewith
8.1

Form of Opinion of Kilpatrick Townsend & Stockton LLP re: Federal Tax
Matters
Filed herewith
8.2 Form of Opinion of BDO USA, LLP re: State Tax Matters To be filed by amendment
10.1

+Amended and Restated Employment Agreement between Clifton Savings
Bancorp, Inc. and John A. Celentano, Jr.

Incorporated herein by reference to Exhibit 10.1 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
10.2

+Amended and Restated Employment Agreement between Clifton Savings
Bancorp, Inc. and Walter Celuch

Incorporated herein by reference to Exhibit 10.3 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
10.3

+Amended and Restated Employment Agreement between Clifton Savings
Bank and John A. Celentano, Jr.

Incorporated herein by reference to Exhibit 10.2 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
10.4

+Amended and Restated Employment Agreement between Clifton Savings
Bank and Walter Celuch

Incorporated herein by reference to Exhibit 10.4 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
10.5

+Employment Agreement between Clifton Savings Bancorp, Inc. and Paul
M. Aguggia

Incorporated herein by reference to Exhibit 10.1 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
10.6

+Employment Agreement between Clifton Savings Bank and Paul M.
Aguggia

Incorporated herein by reference to Exhibit 10.2 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
Table of Contents

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

II-3
Exhibit Description Location
10.7

+Employment Agreement, as amended, between Clifton Savings Bank and
Bart DAmbra

Incorporated herein by reference to Exhibit 10.5 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
10.8

+Employment Agreement, as amended, between Clifton Savings Bank and
Stephen A. Hoogerhyde

Incorporated herein by reference to Exhibit 10.6 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
10.9

+Employment Agreement, as amended, between Clifton Savings Bancorp,
Inc. and Christine R. Piano

Incorporated herein by reference to Exhibit 10.3 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
10.10

+ Employment Agreement, as amended, between Clifton Savings Bank and
Christine R. Piano

Incorporated herein by reference to Exhibit 10.4 to the Clifton Savings
Bancorp, Inc. Current Report on Form 8-K (File No. 000-50358), filed
November 22, 2013
10.11

+Amended and Restated Clifton Savings Bank Directors Retirement Plan

Incorporated herein by reference to Exhibit 10.9 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
10.12

+Amended and Restated Clifton Savings Bank Supplemental Executive
Retirement Plan
Filed herewith
10.13

+Clifton Savings Bancorp, Inc. 2005 Equity Incentive Plan

Incorporated herein by reference to Appendix A to the Clifton Savings
Bancorp, Inc. Definitive Proxy Statement on Schedule 14A
(File No. 000-50358), filed June 10, 2005
10.14

+Amendment to Clifton Savings Bank Change in Control Severance Plan

Incorporated herein by reference to Exhibit 10.10 to the Clifton Savings
Bancorp, Inc. Quarterly Report on Form 10-Q for the Quarter Ended
December 31, 2008 (File No. 000-50358), filed February 5, 2009
23.1 Consent of Kilpatrick Townsend & Stockton LLP Contained in Exhibits 5.0 and 8.1
23.2 Consent of ParenteBeard, LLC Filed herewith
23.3 Consent of RP Financial, LC. Filed herewith
23.4 Consent of Paul M. Aguggia (Identified as a Proposed Director) Filed herewith
24.0 Power of Attorney Included on signature page
99.1 Appraisal Report of RP Financial, LC. (P) Filed herewith
99.2 Draft of Marketing Materials To be filed by amendment
99.3 Draft of Subscription Order Form and Instructions To be filed by amendment
99.4 Form of Proxy for Clifton Savings Bancorp, Inc. Meeting of Stockholders To be filed by amendment

+ Management contract or compensation plan or arrangement.
(P) The supporting exhibits and financial schedules are filed in paper format pursuant to Rule 202 and Rule 311 of Regulation S-T.
(b) Financial Statement Schedules
Table of Contents
The undersigned registrant hereby undertakes:









The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:




The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

II-4
Item 17. Undertakings.
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the
effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Table of Contents
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clifton, State of New Jersey, on November 27, 2013.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date
indicated.

POWER OF ATTORNEY
We, the undersigned directors and officers of Clifton Bancorp Inc. (the Company) hereby severally constitute and appoint John A. Celentano, Jr., Paul M.
Aguggia and Christine R. Piano with full power of substitution, our true and lawful attorneys-in-fact and agents, to do any and all things in our names in the capacities
indicated below which said John A. Celentano, Jr., Paul M. Aguggia and Christine R. Piano may deem necessary or advisable to enable Clifton Savings Bancorp, Inc. to
comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities and Exchange Commission, in connection with the
registration statement on Form S-1 of Clifton Savings Bancorp, Inc., including specifically but not limited to, power and authority to sign for us in our names in the
capacities indicated below, the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all
that said John A. Celentano, Jr., Paul M. Aguggia and Christine R. Piano shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.

CLIFTON BANCORP INC.
By: /s/ John A. Celentano, Jr.
John A. Celentano, Jr.
Chairman and Chief Executive Officer
/s/ Christine R. Piano
Christine R. Piano
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
November 27, 2013
Name Title Date
/s/ John A. Celentano, Jr.
John A. Celentano, Jr.
Chairman and Chief Executive Officer
(principal executive officer)
November 27, 2013
/s/ Stephen Adzima
Stephen Adzima
Director

November 27, 2013
/s/ Thomas A. Miller
Thomas A. Miller
Director

November 27, 2013
/s/ John H. Peto
John H. Peto
Director

November 27, 2013
/s/ Charles J. Pivirotto
Charles J. Pivirotto
Director

November 27, 2013
/s/ Cynthia Sisco
Cynthia Sisco
Director

November 27, 2013
/s/ Joseph C. Smith
Joseph C. Smith
Director

November 27, 2013
Exhibit 1.1

September 24, 2013
Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
1433 Van Houten Avenue
Clifton, New Jersey 07015
Ladies and Gentlemen:
We understand that the Boards of Directors of Clifton MHC (MHC) and its subsidiaries, Clifton Savings Bancorp, Inc. (Bancorp) and Clifton Savings Bank
(the Bank), are considering the adoption of a Plan of Conversion and Reorganization (the Plan) pursuant to which the Company will be converted from mutual
holding company to stock holding company form, and all of the shares of Bancorp currently outstanding (other than shares held by the MHC) will be exchanged for
shares of common stock of a successor stock holding company to be formed in connection with the reorganization (the Holding Company). Concurrently with the
reorganization, the Holding Company also intends to offer and sell certain shares of common stock (the Shares) in a public offering. The MHC, Bancorp, the Holding
Company and the Bank are sometimes collectively referred to herein as the Company and their respective Boards of Directors are collectively referred to herein as the
Board.
Under the terms of the Plan and applicable regulations, the Shares will be offered first to eligible members of the MHC and the Companys tax-qualified
employee stock benefit plans in a Subscription Offering and, concurrently and subject to the prior rights of eligible members, to the public in a direct Community
Offering (collectively, the Subscription and Community Offering), with a preference given in the Community Offering to Bancorps existing shareholders and
residents of the Banks community. Shares not subscribed for in the Subscription and Community Offering will be offered to the general public in a Syndicated Offering
on a best efforts or underwritten basis (the Syndicated Offering and, together with the Subscription and Community Offering, the Offering). Sandler ONeill &
Partners, L.P. (Sandler ONeill) is pleased to assist the Company with the Offering and this letter is to confirm the terms and conditions of our engagement.
SANDLER ONEILL + PARTNERS, L.P.
1251 Avenue of the Americas, 6th Floor, New York, NY 10020
T: (212) 466-7700 / (800) 635-6855
www.sandleroneill.com

INVESTMENT BANKING GROUP

Marketing Agent Services
In connection with our engagement, we anticipate that our services will include the following:






Sandler ONeill will act as exclusive marketing agent for the Company in the Subscription and Community Offering and will serve as sole book-running manager
of the Syndicated Offering. The Company, in consultation with Sandler ONeill, may invite an additional investment banking firm to serve as co-manager of the
Syndicated Community Offering (Co-manager). Sandler ONeill may also seek to form a syndicate of registered dealers to assist in the Syndicated Offering (all such
registered dealers participating in the Offering, including Sandler ONeill and the Co-manager, the Syndicate Member Firms). Sandler ONeill will consult with the
Company in selecting the Syndicate Member Firms and the extent of their participation in the Offering. Pursuant to the terms of the Plan, Sandler ONeill will endeavor
to distribute the Shares among dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in
limiting the allocation of stock to certain Syndicate Member Firms. It is understood that in no event shall any Syndicate Member Firm be obligated to take or purchase
any Shares in the Offering other than as may be expressly agreed to in an underwriting agreement for a firm commitment Syndicated Offering entered into between the
Company and such firms.



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 2
1. Consulting as to the financial and securities marketing implications of the Plan;

2. Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraisers appraisal of the common stock of
the Holding Company;

3. Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and
filing of such documents will be the responsibility of the Company and its counsel);
4. Assisting in the design and implementation of a marketing strategy for the Offering:
5. Assisting management in scheduling and preparing for meetings with potential investors and other broker-dealers in connection with the Offering; and
6. Providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offering.

Marketing Agent Fees
If the Offering is consummated, the Company agrees to pay Sandler ONeill for its marketing agent services a fee of 1.00% of the aggregate Actual Purchase
Price of all Shares sold in the Subscription and Community Offering, excluding Shares purchased by or on behalf of (i) any employee benefit plan or trust of the
Company established for the benefit of its directors, officers and employees, and (ii) any director, officer or employee of the Company or members of their immediate
families (whether directly or through a personal trust).
With respect to any Shares sold in the Syndicated Offering, the Company agrees to pay an aggregate fee of 5.00% of the aggregate Actual Purchase Price of all
Shares sold in the Syndicated Offering.
For purposes of this letter, the term Actual Purchase Price shall mean the price at which the shares of the Companys common stock are sold in the Offering. It
is understood and agreed that no fee shall be paid with respect to any shares issued to minority shareholders in exchange for their current shares as a result of the
reorganization. All marketing agent fees payable hereunder shall be payable in cash at the time of the closing of the Offering.
Records Agent Services and Fees
Sandler ONeill also agrees to serve as records management agent for the Company in connection with the Offering and to assist the Company in its solicitation
of proxies in connection with the special meeting of members to consider and vote upon the conversion and reorganization. In this role, we anticipate that our services
will include the services outlined below, each as may be necessary and as the Company may reasonably request:





Each of these services is further described in Appendix A to this agreement.
For its records management and proxy solicitation/subscription services hereunder, the Company agrees to pay Sandler ONeill a fee of $40,000. In recognition
that these services are administrative in nature and a substantial portion of the services will be performed prior to the commencement of the offering (records
consolidation) or are not directly related to the offering (proxy solicitation), the Company agrees that (a) $20,000 of the fee shall be payable upon execution of this
agreement by the Company, which shall be non-refundable; and (b) the balance shall be due upon the mailing of proxy and subscription materials to the MHCs
members.



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 3
1. Consolidation of Deposit Accounts and Vote Calculation;
2. Design and Preparation of Proxy Forms for Member Vote and Stock Order Forms for the Subscription and Direct Community Offering;
3. Organization and Supervision of the Conversion Center;
4. Coordination of Proxy Solicitation of Members and Special Meeting Services; and
5. Subscription Services.

The Company will furnish Sandler ONeill with such information as Sandler ONeill reasonably believes appropriate to its assignment (all such information so
furnished being the Records). The Company recognizes and confirms that Sandler ONeill (a) will use and rely primarily on the Records without having independently
verified the same, and (b) does not assume responsibility for the accuracy or completeness of the Records. Sandler ONeill, as Records Agent hereunder, (a) shall have
no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity,
sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no
representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any
error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof unless caused by
or arising out of its own willful misconduct, bad faith or gross negligence; (d) will not be obliged to take any legal action hereunder which might in its judgment involve
any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to
have been signed by the proper party or parties.
Expenses
In addition to any fees that may be payable to Sandler ONeill hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the
Company agrees to reimburse Sandler ONeill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its
engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, legal fees and expenses, travel and syndication expenses, up to
a maximum of $125,000; provided, however, that Sandler ONeill shall document such expenses to the reasonable satisfaction of the Company, The provisions of this
paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.
As is customary, the Company will bear all other expenses incurred in connection with the Offering and the Conversion Center, including, without limitation,
(a) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees; (b) the cost of printing and distributing the offering
materials; (c) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the Shares in the various states; (d) listing fees; (e) all fees and



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 4

disbursements of the Companys counsel, accountants and other advisors; and (f) the establishment and operational expenses for the Conversion Center (e.g., postage,
telephones, supplies, temporary employees, etc.). In the event Sandler ONeill incurs any such fees and expenses on behalf of the Company, the Company will reimburse
Sandler ONeill for such fees and expenses whether or not the Offering is consummated.
Due Diligence Review
Sandler ONeills obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries
relating to the Company and its directors, officers, agents and employees as Sandler ONeill and its counsel in their sole discretion may deem appropriate under the
circumstances. In this regard, the Company agrees that, at its expense, it will make available to Sandler ONeill all information that Sandler ONeill requests, and will
allow Sandler ONeill the opportunity to discuss with the Companys management the financial condition, business and operations of the Company. The Company
acknowledges that Sandler ONeill will rely upon the accuracy and completeness of all information received from the Company and its directors, officers, employees,
agents, independent accountants and counsel.
Blue Sky Matters
Sandler ONeill and the Company agree that the Companys counsel shall serve as counsel with respect to blue sky matters in connection with the Offering. The
Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offering, including Sandler ONeills participation therein, and shall furnish
Sandler ONeill a copy thereof addressed to Sandler ONeill or upon which such counsel shall state Sandler ONeill may rely.
Confidentiality
Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation
or legal process, Sandler ONeill agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its
engagement hereunder (the Confidential Information); provided, however, that Sandler ONeill may disclose such information to its agents, consultants and advisors
who are assisting or advising Sandler ONeill in performing its services hereunder and to any Co-manager, provided they have agreed to be bound by the terms and
conditions of this paragraph. As used in this paragraph, the term Confidential Information shall not include information which (a) is or becomes generally available to
the public other than as a result of a disclosure by Sandler ONeill, (b) was available to Sandler ONeill on a non-confidential basis prior



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 5

to its disclosure to Sandler ONeill by the Company, or (c) becomes available to Sandler ONeill on a non-confidential basis from a person other than the Company who
is not otherwise known to Sandler ONeill to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.
Indemnification
The Company agrees to indemnity and hold Sandler ONeill and its affiliates and their respective partners, directors, officers, employees, agents and controlling
persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Sandler ONeill and each such person
being an Indemnified Party) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may
become subject under applicable federal or state law, or otherwise, related to or arising out of the Offering or the engagement of Sandler ONeill pursuant to, or the
performance by Sandler ONeill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees
and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or
any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided , however , that the Company shall only be obligated to pay for
one separate counsel (in addition to any required local counsel) in any one action or proceeding or group of related actions or proceedings for all Indemnified Parties
collectively, and provided further that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (a) arises out
of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any
statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the
Company by Sandler ONeill expressly for use therein, or (b) is primarily attributable to the gross negligence, willful misconduct or bad faith of Sandler ONeill. If the
foregoing indemnification is unavailable for any reason other than for the reasons stated in subparagraph (a) or (b) above, the Company agrees to contribute to such
losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offering bears to that of Sandler ONeill.
The Company agrees to notify Sandler ONeill promptly of the assertion against it or any other person of any claim or the commencement of any action or
proceeding relating to any transaction contemplated by this agreement.



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 6

Miscellaneous
The Company hereby acknowledges and agrees that the financial models and presentations used by Sandler ONeill in performing its services hereunder have
been developed by and are proprietary to Sandler ONeill and are protected under applicable copyright laws. The Company agrees that it will not reproduce or distribute
all or any portion of such models or presentations without the prior written consent of Sandler ONeill.
Sandler ONeill and the Company agree that (a) except as set forth in clause (b) below, the foregoing represents the general intention of the Company and Sandler
ONeill with respect to the services to be provided by Sandler ONeill in connection with the Offering, which will serve as a basis for Sandler ONeill commencing
activities, and (b) the only legal and binding obligations of the Company and Sandler ONeill with respect to the Offering shall be (i) the obligations set forth under the
captions Expenses, Confidentiality and Indemnification, and (ii) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into
prior to the commencement of the Subscription and Community Offering, and. if applicable, a duly negotiated and executed Underwriting Agreement to be entered into
prior to the commencement of an underwritten Syndicated Offering. Such Agency Agreement and, as applicable, Underwriting Agreement, shall be in form and content
satisfactory to Sandler ONeill and the Company and their respective counsel and shall contain standard indemnification and contribution provisions consistent herewith.
Sandler ONeills execution of such Agency Agreement shall also be subject to (a) Sandler ONeills satisfaction with its investigation of the Companys
business, financial condition and results of operations, (b) preparation of offering materials that are satisfactory to Sandler ONeill, (c) compliance with all relevant legal
and regulatory requirements to the reasonable satisfaction of Sandler ONeill, (d) agreement that the price established by the independent appraiser for the Offering is
reasonable, and (c) market conditions at the time of the proposed Offering,
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes the agreement between the parties
dated September 8, 2010, which shall be deemed terminated as of this date. This Agreement can only be altered by written consent signed by the parties. This
Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.



Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 7

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Sandler ONeill the duplicate copy of this letter enclosed
herewith.





Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
September 24, 2013
Page 8
Very truly yours,
SANDLER ONEILL & PARTNERS. L.P.
By: Sandler ONeill & Partners Corp.,
the sole general partner
By:

Catherine A. Lawton
An officer of the Corporation
Accepted and agreed to as of
the date first written above:
CLIFTON MHC
CLIFTON SAVINGS BANCORP, INC.
CLIFTON SAVINGS BANK
By:

Christine Piano
Executive Vice President and Chief Financial Officer

APPENDIX A
RECORDS AGENT SERVICES





























I. Consolidation of Deposit Accounts/Vote Calculation
1. Consolidate files in accordance with regulatory guidelines and create central file.
2. Our EDP format will be provided to your data processing people.
3. Vote calculation.
II. Design and Preparation of Proxy and Stock Order Forms
1. Assist in designing proxy cards and stock order forms for voting and ordering stock.
2. Prepare deposit account holder data for proxy cards and stock order forms (stockholder data to be supplied by Companys transfer agent).
III. Organization and Supervision of Conversion Center
1. Advising on physical organization of the Conversion Center, including materials requirements.
2. Assist in the training of all Bank personnel and temporary employees who will be staffing the Conversion Center.
3. Establish reporting procedures.
4. On-site supervision of Conversion Center during solicitation/subscription offering period.
IV. Coordination of Proxy Solicitation of Members and Special Meeting Services
1. Coordinate proxy solicitation, and interface with proxy tabulator.
2. Act as or support inspector of election, it being understood that Sandler ONeill will not act as inspector of election in the case of a contested election.
3. Produce final report of vote.
V. Subscription Services
1. Produce list of depositors by state (Blue Sky report).
2. Production of subscription rights and research books.
3. Stock order form processing.
4. Acknowledgment letter to confirm receipt of stock order.
5. Daily reports and analysis.
6. Proration calculation and share allocation in the event of an oversubscription.
7. Produce charter shareholder list.
8. Interface with Transfer Agent for Stock Certificate issuance.
9. Refund and interest calculations.
10. Confirmation letter to confirm purchase of stock.
11. Notification of full/partial rejection of orders.
12. Production of 1099/Debit tape.
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
CLIFTON BANCORP INC.
FIRST: The undersigned, Sean P. Kehoe, whose address is 607 14
th
Street, NW, Suite 900, Washington, DC 20005, being at least eighteen years of age, acting
as incorporator, does hereby form a corporation under the General Laws of the State of Maryland.
SECOND: The name of the Corporation (hereinafter the Corporation) is:
CLIFTON BANCORP INC.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Laws of the State
of Maryland.
FOURTH: The present address of the principal office of the Corporation in the State of Maryland is 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the Corporation is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore,
Maryland 21202. Said resident agent is a Maryland corporation.
SIXTH:
A. The total number of shares of stock of all classes of stock which the Corporation has authority to issue is ninety-five million (95,000,000) shares, having an
aggregate par value of nine hundred and fifty thousand dollars ($950,000), of which eighty-five million (85,000,000) are to be shares of common stock with a par value
of one cent ($0.01) per share, and ten million (10,000,000) are to be shares of preferred stock with a par value of one cent ($0.01) per share.
B. A description of each class of stock of the Corporation, including any voting powers, designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations and restrictions thereof, is as follows:
1. Common Stock . Subject to all of the rights of the preferred stock as expressly provided in these Articles of Incorporation, by law or by the Board of
Directors in a resolution(s) pursuant to this Article SIXTH, the common stock of the Corporation shall possess all such rights and privileges as are afforded to capital
stock by Maryland law in the absence of any express grant of rights or privileges in the Corporations Articles of Incorporation, including but not limited to, the
following:


a. Holders of the common stock shall be entitled to one (1) vote per share on each matter submitted to a vote at a meeting of stockholders; provided,
however , that there shall not be any cumulative voting of the common stock.

2. Preferred Stock . The Board of Directors is expressly authorized to classify and reclassify any unissued shares of preferred stock, and to divide and
classify shares of any class into one or more series of such class, by determining, fixing or altering from time to time before issuance any one or more of the following:






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b. Dividends may be declared and paid or set aside for payment upon the common stock out of any assets or funds of the Corporation legally
available therefor.

c. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, its net assets shall be distributed ratably to holders of
the common stock.

a. The distinctive designation of such class or series and the number of shares to constitute such class or series; provided that , unless otherwise
prohibited by the terms of such or any other class or series, the number of shares of any class or series may be decreased by the Board of Directors
in connection with any classification or reclassification of unissued shares and the number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or reclassification, and any shares of any class or series which have been redeemed,
purchased, otherwise acquired, or converted into shares of common stock or any other class or series shall remain part of the authorized preferred
stock and be subject to classification and reclassification as provided in this Paragraph B.2.

b. Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such
class or series, whether any such dividends shall rank senior or junior to or on a parity with the dividends payable on any other class or series of
stock, and the status of any such dividends as cumulative, cumulative to a limited extent or non-cumulative, and as participating or non-
participating.

c. Whether or not shares of such class or series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such
voting rights.

d. Whether or not shares of such class or series shall have conversion or exchange privileges and, if so, the terms and conditions thereof, including
provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors shall determine.

e. Whether or not shares of such class or series shall be subject to redemption and, if so, the terms and conditions of such redemption, including the
date(s) upon or after which they shall be redeemable and the



C. 1. Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is
beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns
shares of common stock in excess of the Limit (as hereinafter defined), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit. The
number of votes which may be cast by any record owner by virtue of the provisions hereof in respect of common stock beneficially owned by such person beneficially
owning shares in excess of the Limit shall be a number equal to the total number of votes which a single record owner of all common stock beneficially owned by such
person would be entitled to cast (subject to the provisions of this Article SIXTH), multiplied by a fraction, the numerator of which is the number of shares of such class
or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of
common stock beneficially owned by such person owning shares in excess of the Limit. The provisions of this Section C of Article SIXTH shall not be applicable, and
any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of
stockholders entitled to vote on any matter, beneficially owns shares of common stock in excess of the Limit shall have full voting rights with respect to all shares
owned of record, if, before the beneficial owner of such shares acquired beneficial ownership of shares in excess of the Limit, the beneficial owners ownership of shares
in excess of the Limit shall have been approved by a majority of the Unaffiliated Directors (as defined below).

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amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether
or not there shall be any sinking fund or purchase account in respect thereof, and if so, the terms thereof.

f. The rights of the holders of shares of such class or series upon the liquidation, dissolution, or winding up of the affairs of, or upon any distribution
of the assets of, the Corporation, which rights may vary depending upon whether such liquidation, dissolution, or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates, and whether such rights shall rank senior or junior to or on a parity with such rights of
any other class or series of stock.

g. Whether or not there shall be any limitations applicable, while shares of such class or series are outstanding, upon the payment of dividends or
making of distributions on, or the acquisition of, or the use of monies for the purchase or redemption of, any capital stock of the Corporation, or
upon any other action of the Corporation, including action under this Paragraph B.2, and, if so, the terms and conditions thereof.

h. Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not
inconsistent with law and the Articles of Incorporation of the Corporation.
2. The following definitions shall apply to this Section C of Article SIXTH:






4

a. Affiliate shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, as in effect on the date of filing of these Articles of Incorporation.

b. Beneficial ownership shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or
provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however, that a person
shall, in any event, also be deemed the beneficial owner of any common stock:
(1) which such person or any of its Affiliates beneficially owns, directly or indirectly; or

(2) which such person or any of its Affiliates has: (a) the right to acquire (whether such right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options or otherwise, or (b) sole or shared voting or investment power with respect thereto pursuant to any agreement,
arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by
reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting,
with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or

(3) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts
as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that: (a) no Director
or Officer of the Corporation (or any Affiliate of any such Director or Officer) shall, solely by reason of any or all of such Directors or
Officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any common stock beneficially owned
by any other such Director or Officer (or any Affiliate thereof); and (b) neither any employee stock ownership or similar plan of the



3. The Board of Directors shall have the power to construe and apply the provisions of this Section C and to make all determinations necessary or desirable
to implement such provisions, including but not limited to matters with respect to: (a) the number of shares of common stock beneficially owned by any person;
(b) whether a person is an Affiliate of another; (c) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in the
definition of beneficial ownership; (d) the application of any other definition or operative provision of this Section C to the given facts; or (e) any other matter relating to
the applicability or effect of this Section C.

5

Corporation or any subsidiary of the Corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of
such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan.
For purposes only of computing the percentage of beneficial ownership of common stock of a person, the outstanding common stock shall
include shares deemed owned by such person through application of this Subparagraph C.2.b but shall not include any other shares of
common stock which may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding common stock shall include only shares of common stock then outstanding
and shall not include any shares of common stock which may be issuable by the Corporation pursuant to any agreement, or upon the
exercise of conversion rights, warrants or options, or otherwise.
c. The Limit shall mean 10% of the then-outstanding shares of common stock.

d. A person shall include an individual, a firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint
stock company, a trust, an unincorporated organization or similar company, a limited liability company, a syndicate or any other group formed for
the purpose of acquiring, holding or disposing of securities or any other entity.

e. Unaffiliated Director means any member of the Board of Directors who is unaffiliated with the person beneficially owning shares in excess of
the Limit (the 10% Beneficial Owner) and was a member of the Board of Directors prior to the time that the 10% Beneficial Owner became a
10% Beneficial Owner, and any Director who is thereafter chosen to fill any vacancy of the Board of Directors or who is elected and who, in either
event, is unaffiliated with the 10% Beneficial Owner and in connection with his or her initial assumption of office is recommended for
appointment or election by a majority of the Unaffiliated Directors then on the Board of Directors.
4. The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own shares of common stock in excess
of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply the Corporation with complete information as to: (a) the
record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit; and (b) any other factual matter
relating to the applicability or effect of this Section C as may reasonably be requested of such person.
5. Except as otherwise provided by law or expressly provided in this Section C, the presence, in person or by proxy, of the holders of record of shares of
capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section C) entitled to
be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in
these Articles of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast
in respect of such capital stock.
6. Any constructions, applications or determinations made by the Board of Directors pursuant to this Section C in good faith and on the basis of such
information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its stockholders.
7. In the event any provision (or portion thereof) of this Section C shall be found to be invalid, prohibited or unenforceable for any reason, the remaining
provisions (or portions thereof) of this Section C shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had
been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion
thereof) of this Section C remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of
stock over the Limit, notwithstanding any such finding.
SEVENTH:
A. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, except as these Articles of Incorporation or
Maryland law otherwise provides; provided that any limitations on the Board of Directors management or direction of the affairs of the Corporation shall reserve the
Directors full power to discharge their fiduciary duties.
B. The Directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first
annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the
third class to expire at the annual

6
meeting of stockholders two years thereafter with each Director to hold office for the term of office of his or her respective class and until his or her successor shall have
been elected and qualified. At each annual meeting of stockholders following such initial classification and election, Directors elected to succeed those Directors whose
terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election with each Director to hold office for
the term of office of his or her respective class and until his or her successor shall have been duly elected and qualified.
C. The names of the initial directors who will serve until their successors are duly elected and qualified are as follows:
First Class - Term Expiring 2014
John A. Celentano, Jr.
Thomas A. Miller
Second Class - Term Expiring 2015
John H. Peto
Joseph C. Smith
Third Class - Term Expiring 2016
Cynthia Sisco
Charles J. Pivirotto
Stephen Adzima
D. Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at
least a majority of the shares of stock entitled to vote in the election of directors.
EIGHTH:
The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation, the directors and the
stockholders:
A. The Board of Directors is hereby empowered to authorize the issuance from time to time of shares of its stock of any class and securities convertible into
shares of its stock of any class for such consideration as determined by the Board of Directors in accordance with the Maryland General Corporation Law (the
MGCL), and without any action by the stockholders.
B. The Corporation, if authorized by the Board of Directors, may acquire shares of the Corporations capital stock.
C. No holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preemptive right to subscribe for or
purchase any stock or any other securities of the Corporation other than such, if any, as the Board of Directors, in its

7
sole discretion, may determine and at such price(s) and upon such other terms as the Board of Directors, in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription may, as the Board of Directors in its sole discretion shall determine, be offered to the holders of
any class, series or type of stock or other securities at the time outstanding to the exclusion of the holders of any or all other classes, series or types of stock or other
securities at the time outstanding.
D. The Board of Directors shall have the power to create and to issue, whether or not in connection with the issuance and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class(es), on such
terms and conditions and in such form as the Board of Directors shall set forth in a resolution.
E. The Board of Directors shall have the power, subject to any limitations or restrictions imposed by law, to classify or reclassify any unissued shares of stock
whether now or hereafter authorized, by fixing or altering in any one or more respects before issuance of such shares the voting powers, designations, preferences and
relative, participating, optional or other special rights of such shares and the qualifications, limitations or restrictions of such preferences and/or rights.
F. The Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind the Bylaws of the Corporation by the affirmative
vote of a majority of the directors then in office without the further approval of the stockholders. Notwithstanding any other provision of these Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law), the Bylaws shall not be adopted, repealed, altered,
amended or rescinded by the stockholders of the Corporation except by the affirmative vote of the holders of at least 75% of the Voting Stock (after giving effect to the
provisions of Article SIXTH), voting together as a single class.
G. The Board of Directors shall have the power to declare and authorize the payment of stock dividends payable in stock of one class of the Corporations capital
stock to holders of stock of another class(es) of the Corporations capital stock.
H. The Board of Directors shall have authority to exercise without a vote of stockholders all powers of the Corporation, whether conferred by law or by these
Articles of Incorporation, to purchase, lease or otherwise acquire the business assets or franchises in whole or in part of other corporations or unincorporated business
entities.
I. The Board of Directors shall have the power to borrow or raise money, from time to time and without limit, and upon any terms, for any corporate purposes,
and, subject to the MGCL, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidences of indebtedness for monies so borrowed, to
include therein such provisions as to redeemability, convertibility or otherwise as the Board of Directors, in its sole discretion, may determine and to secure the payment
of principal, interest or sinking fund in respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the
properties, assets and goodwill of the Corporation then owed or thereafter acquired.

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J. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is
proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or
services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the
proceeding that the persons action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the
proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors,
then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal or modification.
K. The Board of Directors may, in connection with the exercise of its business judgment involving any actual or proposed transaction which would or may
involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market or otherwise, tender
offer, merger, consolidation, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation or proxy solicitation (other than on behalf of the
Board of Directors or otherwise)), in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to its
stockholders, give due consideration to all relevant factors, including, but not limited to the following: (1) the economic effect, both immediate and long-term, upon the
Corporations stockholders, including stockholders, if any, choosing not to participate in the transaction; (2) effects, including any social and economic effects, on the
employees, suppliers, creditors, depositors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located; (3) whether the proposal is acceptable based on the historical and current operating results or financial condition
of the Corporation; (4) whether a more favorable price could be obtained for the Corporations stock or other securities in the future; (5) the reputation and business
practices of the offeror and its management and affiliates as they would affect the employees; (6) the future value of the stock or any other securities of the Corporation;
and (7) any antitrust or other legal and regulatory issues that are raised by the proposal. If the Board of Directors determines that any actual or proposed transaction
which would or may involve a change in control of the Corporation should be rejected, it may take any lawful action to accomplish its purpose, including, but not
limited to, any and all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints
with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock,
other securities or treasury stock or granting options with respect thereto; selling any of the assets of the Corporation; acquiring a company to create an antitrust or other
regulatory problem for the party making the proposal; and obtaining a more favorable offer from another individual or entity.

9
L. Notwithstanding any provision of the MGCL requiring stockholder authorization of an action by a greater proportion than a majority of the total number of
shares of all classes of capital stock or of the total number of shares of any class of capital stock, such action shall be valid and effective if authorized by the affirmative
vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.
M. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any
successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with
respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares
would otherwise be entitled to exercise such rights.
NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent
required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and
(B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporations Bylaws and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is
necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or
contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the
Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Any
indemnification payments made pursuant to this Article NINTH are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit
Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359).
TENTH: The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any
amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporations outstanding stock by classification, reclassification or
otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all
rights conferred upon stockholders are granted subject to this reservation. The Board of Directors, pursuant to a resolution approved by a majority of the directors then in
office, and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of
stock of any class or series that the Corporation has authority to issue. Notwithstanding any other provision of these Articles or any provision of law that might
otherwise permit a lesser vote or no vote, any amendment of Section C of Article SIXTH, Sections B and D of Article SEVENTH, Sections F and J of Article EIGHTH
and this Article TENTH of the Corporations Articles of Incorporation shall require the affirmative vote of 75% of the issued and outstanding shares of capital stock
entitled to vote.

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IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.


11
SIGNATURE OF INCORPORATOR:
/s/ Sean P. Kehoe
Sean P. Kehoe
Exhibit 3.2
CLIFTON BANCORP INC.
BYLAWS
ARTICLE I - STOCKHOLDERS

The annual meeting of the stockholders of Clifton Bancorp Inc. (the Corporation) shall be held each year at such date and time as the Board of Directors shall,
in their discretion, fix. The business to be transacted at the annual meeting shall include the election of directors and any other business properly brought before the
meeting in accordance with these Bylaws.

A special meeting of the stockholders may be called at any time for any purpose(s) by the Chairman of the Board, the Chief Executive Officer, or by two-thirds of
the total number of Directors which the Corporation would have if there were no vacancies on the Board of Directors. By virtue of the Corporations election made
hereby to be governed by Section 3-805 of the Maryland General Corporation Law, a special meeting of the stockholders shall be called by the Secretary of the
Corporation upon the written request of the holders of at least a majority of all shares outstanding and entitled to vote on the business to be transacted at such meeting.
Notwithstanding the previous sentence, the Secretary of the Corporation shall not be obligated to call a special meeting of the stockholders requested by stockholders for
the purpose of taking any action that is non-binding or advisory in nature. Business transacted at any special meeting shall be confined to the purpose(s) stated in the
notice of such meeting.

The Board of Directors may designate any place, either within or outside the State of Maryland, as the place of meeting for any annual or special meeting of
stockholders.

Not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to
vote at or to notice of such meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose(s) for which the
meeting is called, either by mail to his or her address as it appears on the records of the Corporation or by presenting it to him or her personally or by leaving it at his or
her residence or usual place of business. Notwithstanding the foregoing provisions, a written waiver of notice, signed by the person entitled to notice, whether before or
after the time stated therein, shall be equivalent to notice. Attendance of a person entitled to notice at a meeting, in person or by proxy, shall constitute a waiver of notice
of such
Section 1. ANNUAL MEETING
Section 2. SPECIAL MEETINGS
Section 3. PLACE OF MEETING
Section 4. NOTICE OF MEETING; WAIVER OF NOTICE
meeting, except when such person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided however, that if the date of the adjourned meeting is more than one hundred twenty (120) days
after the record date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given in conformity herewith.

At any meeting of stockholders, the presence of a quorum for all purposes shall be determined as provided in the Articles of Incorporation unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum fails to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are represented in
person or by proxy may adjourn the meeting to any place, date and time without further notice to a date not more than one hundred twenty (120) days after the original
record date. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally
called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders to
leave less than a quorum.

(a) The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner
of voting and the conduct of discussion. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting
shall be announced at the meeting.
(b) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this
Section 6(b). For business to be properly brought before an annual meeting by a stockholder, the business must relate to a proper subject matter for stockholder action
and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholders notice must be delivered or
mailed to and received at the principal executive office of the Corporation not less than ninety (90) days prior to the date of the annual meeting; provided, however, that
in the event that less than one hundred (100) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholders

2
Section 5. QUORUM
Section 6. CONDUCT OF BUSINESS
notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporations
books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporations capital stock that are beneficially owned by such
stockholder, (iv) a statement disclosing (A) whether such stockholder is acting with or on behalf of any other person and (B) if applicable, the identity of such person,
and (v) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this Section 6(b). The Chairman of the Board or other person presiding over the annual
meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions
of this Section 6(b) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before
the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting in accordance with Article I,
Section 2.
(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as Directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice
procedures set forth in this Section 6(c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholders notice shall be delivered or mailed to and received at the principal executive office of the
Corporation not less than ninety (90) days prior to the date of the meeting; provided, however , that in the event that less than one hundred (100) days notice or prior
disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholders notice shall
set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such persons written consent to being named in the proxy statement as a nominee and to serving as a Director if elected);
and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporations books, of such stockholder, (B) the class and number of
shares of the Corporations capital stock that are beneficially owned by such stockholder, and (C) a statement disclosing (1) whether such stockholder or any nominee
thereof is acting with or on behalf of any other person and (2) if applicable, the identity of such person.
(d) The various requirements set forth in subsections (b) and (c) of this Section 6 shall apply to all shareholder proposals and nominations, without regard to
whether such proposals or nominations are required to be included in the Corporations proxy statement or form of proxy.

3
All elections shall be determined by a plurality of the votes cast, and, except as otherwise required by law or the Articles of Incorporation, all other matters shall
be determined by a majority of the votes cast.

At all meetings of stockholders, a stockholder may vote the shares owned of record by him or her either in person or by proxy executed in writing by the
stockholder or by his or her duly authorized attorney-in-fact. Any facsimile telecommunication or other reliable reproduction of the writing or transmission created
pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or
transmission.
Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states
that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a
proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any
successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 9 may be repealed at any time, in whole or in part,
by a majority vote of the Corporations Board of Directors, whether before or after an acquisition of Control Shares (as such term is defined in Section 3-701(d) of the
Maryland General Corporation Law, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or
subsequent Control Share Acquisition (as such term is defined in Section 3-701(e) of the Maryland General Corporation Law, or any successor provision).
ARTICLE II - DIRECTORS

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the Corporation,
except those conferred

4
Section 7. VOTING
Section 8. PROXIES
Section 9. CONTROL SHARE ACQUISITION ACT
Section 1. GENERAL POWERS
on or reserved to the stockholders by statute or by the Articles of Incorporation or the Bylaws. The Board may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation as they may deem proper, and which are not inconsistent with these Bylaws and with the Maryland General
Corporation Law.
The Board of Directors shall annually elect a Chairman of the Board from among its members. The Chairman of the Board shall serve in a general oversight
capacity and shall preside at all meetings of the Corporations Board of Directors. The Chairman of the Board shall perform all duties and have all powers which are
commonly included in the office of the Chairman of the Board or which are delegated to him by the Board of Directors.

The number of directors of the Corporation shall, by virtue of the Corporations election made hereby to be governed by Section 3-804(b) of the Maryland
General Corporation Law, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number of directors shall never be less
than the minimum number of directors required by the Maryland General Corporation Law.

By virtue of the Corporations election made hereby to be governed by Section 3-804(c) of the Maryland General Corporation Law, any vacancies in the Board of
Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of a
majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the
remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent director.

Regular meetings of the Board of Directors shall be held at such dates, such times and such places, either within or outside the State of Maryland, as shall have
been designated by the Board of Directors and publicized among all Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board, by the Chief Executive Officer, or by two-thirds of the members of the
Board of Directors in writing. The person(s) authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of
Maryland, as the place for holding the special meeting of the Board of Directors called by them.

5
Section 2. NUMBER
Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS
Section 4. REGULAR MEETINGS
Section 5. SPECIAL MEETINGS
A notice of a regular meeting shall not be required. The Secretary shall give notice to each director of the date, time and place of each special meeting of the
Board of Directors. Notice is given to a director when it is delivered personally to him or her, left at his or her residence or usual place of business, or sent by telephone,
facsimile, electronic mail or similar means of transmission at least twenty four (24) hours before the time of the meeting, or in the alternative, when it is mailed to his or
her address as it appears on the records of the Corporation, at least seventy two (72) hours before the time of the meeting. Any director may waive notice of any meeting
either before or after the holding thereof by written waiver filed with the records of the meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.

At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than such
quorum is present at a meeting, a majority of the directors present may adjourn the meeting without further notice or waiver thereof.

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors unless the concurrence of a
greater proportion is required for such action by the Articles of Incorporation.

A director may resign at any time by giving written notice to the Board, the Chief Executive Officer or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

6
Section 6. NOTICE
Section 7. TELEPHONIC MEETINGS
Section 8. QUORUM
Section 9. MANNER OF ACTING
Section 10. RESIGNATION
By resolution of the Board of Directors, a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of
committees thereof, and other compensation for their services as such or on such committees, may be paid to directors, as compensation for such attendance at meetings
and other services as a director may render to the Corporation.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a director(s) to
serve as the member(s), designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that any such committee shall have no power or authority with reference to (i) declaring dividends or distributions on stock, (ii) issuing
stock other than as authorized by the Board of Directors, (iii) recommending to the stockholders any action which requires stockholder approval, (iv) amending the
Bylaws and (v) approving a merger or share exchange which does not require stockholder approval. In the absence or disqualification of any member of any committee
and any alternate member in his or her place, the member(s) of the committee present at the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to members of all meetings. The quorum requirements for each such committee shall be a
majority of the members of such committee. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing
(s) are filed with the minutes of the proceedings of such committee.

The Board of Directors may by resolution appoint advisory directors to the Board, who may also serve as directors emeriti, and shall have such authority and
receive such compensation and reimbursement as the Board of Directors shall provide. Advisory directors or directors emeriti shall not have the authority to participate
by vote in the transaction of business.

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Section 11. COMPENSATION
Section 12. COMMITTEES
Section 13. ADVISORY DIRECTORS .
A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or
breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has issued a cease and
desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency
whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any
law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or
insurance regulatory agency.
ARTICLE III - OFFICERS

The officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board of Directors may appoint such other
officers as it may deem proper. A person may hold more than one office in the Corporation but may not serve concurrently as both President and Vice President of the
Corporation.

The Chief Executive Officer shall be the principal executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board
of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties
and have all powers which are commonly incident to the office of the Chief Executive Officer or which are delegated to him or her by the Board of Directors. He or she
shall have the power to sign all contracts, agreements, and other instruments of the Corporation which are authorized and shall have general supervision and direction of
all of the other officers (except the Chairman of the Board), employees and agents of the Corporation.

The President shall perform the duties of the Chief Executive Officer in his or her absence or during his or her inability to act. In addition, the President shall
perform the duties and exercise the powers usually incident to his or her respective office and/or such other duties and powers as may be properly assigned to him or her
by the Board of Directors or the Chief Executive Officer.

The Vice President(s) shall perform the duties of the President in his or her absence or during his or her inability to act. In addition, the Vice President(s) shall
perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them by the
Board of Directors or the President. A Vice President(s) may be designated as Executive Vice President or Senior Vice President.

8
Section 14. INTEGRITY OF DIRECTORS .
Section 1. EXECUTIVE AND OTHER OFFICERS
Section 2. CHIEF EXECUTIVE OFFICER
Section 3. PRESIDENT
Section 4. VICE PRESIDENT(S)
The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committees, in books provided for the purpose; he
or she shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; he or she shall be custodian of the records of the
Corporation; he or she shall witness all documents on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where
such document is required to be under its seal, and, when so affixed, may attest the same; and, in general, he or she shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the
President.

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be
selected by the Board of Directors. In general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may
from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.

The Corporation may have such subordinate officers as the Board of Directors may from time to time deem desirable. Each such officer shall hold office for such
period and perform such duties as the Board of Directors, the Chief Executive Officer, the President or the committee or officer designated pursuant to these Bylaws
may prescribe.

The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation. It may
authorize any committee or officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the salaries, compensation and
remuneration of such subordinate officers.

The Board of Directors shall elect the officers. The Board of Directors may from time to time authorize any committee or officer to appoint subordinate officers.
An officer serves for one year or until his or her successor is elected and qualified. If the Board of Directors in its judgment finds that the best interests of the
Corporation will be served, it may remove any officer or agent of the Corporation. The removal of an officer or agent does not prejudice any of

9
Section 5. SECRETARY
Section 6. TREASURER
Section 7. SUBORDINATE OFFICERS
Section 8. COMPENSATION
Section 9. ELECTION, TENURE AND REMOVAL OF OFFICERS
his or her contract rights. The Board of Directors (or any committee or officer authorized by the Board of Directors) may fill a vacancy which occurs in any office for
the unexpired portion of the term of that office.
ARTICLE IV - STOCK

Each stockholder shall be entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall
include on its face the name of the Corporation, the name of the stockholder and the class of stock and number of shares represented by the certificate and be in such
form, not inconsistent with law or with the Articles of Incorporation, as shall be approved by the Board of Directors or any officer(s) designated for such purpose by
resolution of the Board of Directors. Each stock certificate shall be signed by the Chief Executive Officer, President or the Chairman of the Board, and countersigned by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. Each certificate shall be sealed with the actual corporate seal or a facsimile of it or in any
other form and the signatures on each certificate may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who
signed it is still an officer of the Corporation when it is issued.
Notwithstanding anything to the contrary herein, the Board of Directors may provide by resolution that some or all of the shares of any or all classes or series of
the Corporations capital stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation.

The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issuance, transfer and
registration of certificates of stock or uncertificated shares of stock, and may appoint transfer agents and registrars thereof. The duties of transfer agent and registrar may
be combined.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled
to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than ninety (90) nor less than ten
(10) days before the date of such meeting, nor more than ninety (90) days prior to any other action. The transfer books may not be closed for a period longer than twenty
(20) days. In the case of a meeting of stockholders, the closing of the transfer books shall be at least ten (10) days before the date of the meeting.

10
Section 1. CERTIFICATES FOR STOCK
Section 2. TRANSFERS
Section 3. RECORD DATE AND CLOSING OF TRANSFER BOOKS
The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class registered
in the name of each stockholder. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for
visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock, within or outside the State
of Maryland, or, if none, at the principal office or the principal executive offices of the Corporation in the State of Maryland.

The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares
of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.

The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate or uncertificated shares in place of a stock certificate
that is purportedly alleged to have been lost, stolen or destroyed, or the Board of Directors may delegate such power to any officer(s) of the Corporation. In its
discretion, the Board of Directors or such officer(s) may refuse to issue such new certificate or uncertificated shares except upon the order of a court having jurisdiction
in the premises.
ARTICLE V - FINANCE

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by one
(1) or more officers, employees, or agents of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.

The fiscal year of the Corporation shall commence on the first day of April and end on the last day of March in each year.

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Section 4. STOCK LEDGER
Section 5. CERTIFICATION OF BENEFICIAL OWNERS
Section 6. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES
Section 1. CHECKS, DRAFTS, ETC.
Section 2. FISCAL YEAR
ARTICLE VI - MISCELLANEOUS PROVISIONS

The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors
may authorize one or more duplicate seals and provide for the custody thereof.

Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice
President or a proxy appointed by any of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such
person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Any notice or other document which is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.

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Section 1. CORPORATE SEAL
Section 2. VOTING UPON SHARES IN OTHER CORPORATIONS
Section 3. MAIL
Exhibit 4.0

CLIFTON BANCORP INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

is the owner of:
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$0.01 PAR VALUE PER SHARE, OF CLIFTON BANCORP INC.
The shares represented by this certificate are transferable only on the stock transfer books of Clifton Bancorp Inc. (the Company) by the holder of record
hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation of the Company and any amendments thereto (copies of which are on file
with the Corporate Secretary of the Company), to all of which provisions the holder by acceptance hereof, assents. This certificate is not valid until countersigned and
registered by the Companys Transfer Agent and Registrar.
The shares evidenced by this certificate are not of an insurable type and are not insured by the Federal Deposit Insurance Corporation.
IN WITNESS WHEREOF, CLIFTON BANCORP INC. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers
and has caused a facsimile of its corporate seal to be hereunto affixed.

COMMON STOCK COMMON STOCK
CERTIFICATE NO. SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
THIS CERTIFIES THAT [SPECIMEN]
Dated: [SEAL]

Chief Executive Officer Corporate Secretary
The shares represented by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner
of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of
common stock (the Limit) be entitled or permitted to any vote in respect of shares held in excess of the Limit.
The Board of Directors of the Company is authorized by resolution(s), from time to time adopted, to provide for the issuance of serial preferred stock in series and
to fix and state the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the
qualifications, limitations and restrictions thereof. The Company will furnish to any shareholder upon request and without charge a full description of each class of stock
and any series thereof.
The shares represented by this Certificate may not be cumulatively voted on any matter.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.
For value received hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE


Please print or typewrite name and address including postal zip code of assignee.
shares of the common stock represented by this certificate and do hereby irrevocably constitute and appoint , attorney, to transfer the
said stock on the books of the within-named corporation with full power of substitution in the premises.


TEN COM - as tenants in common UNIF GIFTS MIN ACT - custodian
(Cust) (Minor)
TEN ENT - as tenants by the entireties

under Uniform Gifts to Minors Act


(State)
JT TEN -

as joint tenants with right of survivorship and not as
tenants in common
DATED





NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular
without alteration or enlargement or any change whatever.
SIGNATURE GUARANTEED:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15
Exhibit 5.0
direct dial 202 508 5881
direct fax 202 585 0051
skehoe@kilpatricktownsend.com
, 2013
Board of Directors
Clifton Bancorp Inc.
1433 Van Houten Avenue
Clifton, New Jersey 07013
Ladies and Gentlemen:
We have acted as counsel to Clifton Bancorp Inc., a Maryland corporation (the Company), in connection with the registration under the Securities Act of 1933,
as amended (the Act), of 32,913,057 shares of common stock, $0.01 par value per share, of the Company (the Shares) pursuant to a registration statement on Form
S-1 (the Registration Statement) initially filed with the Securities and Exchange Commission on November 27, 2013. The Registration Statement relates to up to
21,275,000 shares (the Offering Shares) that may be issued in a subscription offering, community offering and/or syndicated community offering and up to 11,638,057
shares (the Exchange Shares) that may be issued in exchange for outstanding shares of common stock, $0.01 par value per share, of Clifton Savings Bancorp, Inc., a
federal corporation.
We have reviewed the Registration Statement, the Plan of Conversion and Reorganization filed as Exhibit 2.0 to the Registration Statement, and the corporate
proceedings of the Company with respect to the authorization of the issuance of the Shares. We have also examined originals or copies of such documents, corporate
records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact as we have deemed necessary or advisable for
purposes of our opinion. In our examination, we have assumed, without verification, the genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, and the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies.
This opinion is limited solely to the Maryland General Corporation Law, including applicable provisions of the Maryland Constitution and the reported judicial
decisions interpreting such law.
For purposes of this opinion, we have assumed that, prior to the issuance of any shares, the Registration Statement, as finally amended, will have become
effective under the Act and that the mergers contemplated by the Plan of Conversion and Reorganization will have become effective.
Board of Directors
Clifton Bancorp Inc.
, 2013
Page 2

Based upon and subject to the foregoing, it is our opinion that:
(i) the Offering Shares, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable; and
(ii) when the Company issues and delivers the Exchange Shares in accordance with the terms of the Plan of Conversion and Reorganization, the Exchange Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to Clifton MHCs Application on Form AC filed with
the Board of Governors of the Federal Reserve System (the Federal Reserve Board Application), and to the reference to our firm under the heading Legal and Tax
Opinions in the prospectus which is part of the Registration Statement as such may be amended or supplemented, or incorporated by reference in any Registration
Statement covering additional shares of Common Stock to be issued or sold under the Amended or Restated Plan of Conversion and Reorganization that is filed pursuant
to Rule 462(b) of the Act, and to the reference to our firm in the Federal Reserve Board Application. In giving such consent, we do not hereby admit that we are experts
or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP

Sean P. Kehoe, a Partner
Exhibit 8.1

, 2013
Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
Clifton Bancorp Inc.
1433 Van Houten Avenue
Clifton, New Jersey 07013
Ladies and Gentlemen:
You have requested our opinion regarding the material federal income tax consequences of the conversion of Clifton MHC, a federal mutual holding company
(the Mutual Holding Company), into the capital stock form of organization (the Conversion) pursuant to the transactions described below.
In connection with our opinion, we have relied upon the accuracy of the factual matters set forth in the Amended and Restated Plan of Conversion and
Reorganization (the Plan) (see below) and the Registration Statement filed by Clifton Bancorp Inc. (the Holding Company) with the Securities and Exchange
Commission (SEC) under the Securities Act of 1933, as amended, and the Application for Conversion on Form AC filed by the Mutual Holding Company with the
Board of Governors of the Federal Reserve System (the Federal Reserve Board). Capitalized terms used but not defined herein shall have the same meaning as set
forth in the Plan.
We are also relying on certain representations as to factual matters provided to us by the Mutual Holding Company, Clifton Savings Bank (the Bank), Clifton
Savings Bancorp, Inc. (the Mid-Tier Holding Company) and the Holding Company, as set forth in the certificates signed by authorized officers of each of the
aforementioned entities and incorporated herein by reference.
The opinion set forth herein is based upon the existing provisions of the Internal Revenue Code of 1986, as amended (the Code), and regulations thereunder
(the Treasury Regulations), and upon current Internal Revenue Service (IRS) published rulings and existing court decisions, any of which could be changed at any
time. Any such changes may be retroactive and could significantly modify the statements and opinions expressed herein. Similarly, any change in the facts and
assumptions stated below, upon which this opinion is based, could modify the conclusions. This opinion is as of the date hereof, and we disclaim any obligation to
advise you of any change in any matter considered herein after the date hereof.

direct dial 202 508 5883
direct fax 202 204 5615
ekracov@kilpatricktownsend.com
, 2013
Page 2

We opine only as to the matters we expressly set forth, and no opinions should be inferred as to any other matters or as to the tax treatment of the transactions that
we do not specifically address. We express no opinion as to other federal laws and regulations, or as to laws and regulations of other jurisdictions, or as to factual or
legal matters other than as set forth herein.
Description of Proposed Transactions
The Boards of Directors of the Mutual Holding Company, the Holding Company, the Mid-Tier Holding Company, and the Bank have adopted the Plan to provide
for the Conversion of the Mutual Holding Company from a federally chartered mutual holding company to the capital stock form of organization. A new Maryland stock
corporation, the Holding Company, was incorporated on November 19, 2013 as part of the Conversion and will succeed to all the rights and obligations of the Mutual
Holding Company and the Mid-Tier Holding Company and will issue Holding Company Common Stock in the Conversion.
It is contemplated that two transactions, referred to as the MHC Merger and the Mid-Tier Merger, will being undertaken pursuant to the Plan:
(1) The Mid-Tier Holding Company will establish the Holding Company as a first-tier Maryland-chartered stock holding company subsidiary.
(2) The Mutual Holding Company will merge with and into the Mid-Tier Holding Company (the MHC Merger) pursuant to the Agreement and Plan of Merger
attached to the Plan as Annex A. The members of the Mutual Holding Company will automatically, without any further action on the part of the holders thereof,
constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company.
(3) Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company (the Mid-Tier Merger) with the
Holding Company as the resulting entity pursuant to the Agreement and Plan of Merger attached to the Plan as Annex B. As part of the Mid-Tier Merger, the liquidation
interests in the Mid-Tier Holding Company constructively received by the members of Mutual Holding Company immediately prior to Conversion will automatically,
without further action on the part of the holders thereof, be exchanged for an interest in the Liquidation Account and the share of Mid-Tier Holding Company Common
Stock held by Minority Stockholders will be converted into and become the right to receive Holding Company Common Stock based on the Exchange Ratio.
(4) Immediately after the Mid-Tier Merger, the Holding Company will offer for sale its Common Stock in the Offering.
, 2013
Page 3

(5) The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in exchange for common stock of the Bank and the Bank
Liquidation Account.
Following the Conversion, a Liquidation Account will be maintained by the Holding Company for the benefit of Eligible Account Holders and Supplemental
Eligible Account Holders who continue to maintain their deposit accounts with the Bank. Pursuant to the Plan, the Liquidation Account will be equal to the product of
(a) the percentage of the outstanding shares of the common stock of the Mid-Tier Holding Company owned by the Mutual Holding Company multiplied by (b) the Mid-
Tier Holding Companys total stockholders equity as reflected in the latest statement of financial condition contained in the final offering Prospectus utilized in the
Conversion. In turn, the Bank will hold the Bank Liquidation Account. The terms of the Liquidation Account and Bank Liquidation Account, which supports the
payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets, are described in the Plan.
All of the then-outstanding shares of Mid-Tier Holding Company common stock owned by the Minority Stockholders will be converted into and become shares
of Holding Company Common Stock pursuant to the Exchange Ratio that ensures that after the Conversion, Minority Stockholders will own in the aggregate the same
percentage of Holding Company Common Stock as they held Mid-Tier Holding Company Common Stock immediately prior to the Conversion, exclusive of Minority
Stockholders purchases of additional shares of Holding Company Common Stock in the Offering and receipt of cash in lieu of fractional shares. Immediately following
the Mid-Tier Merger, additional shares of Holding Company Common Stock will be sold to depositors and former shareholders of the Bank and Mid-Tier Holding
Company and to members of the public in the Offering.
As a result of the Mid-Tier Merger and the MHC Merger, the Holding Company will be a publicly-held corporation, will register the Holding Company Common
Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and will become subject to the rules and regulations thereunder
and file periodic reports and proxy statements with the SEC. The Bank will become a wholly owned subsidiary of the Holding Company and will continue to carry on its
business and activities as conducted immediately prior to the Conversion.
The stockholders of the Holding Company will be the former Minority Stockholders of the Mid-Tier Holding Company immediately prior to the MHC Merger,
plus those persons who purchase shares of Holding Company Common Stock in the Offering. Nontransferable rights to subscribe for the Holding Company Common
Stock have been granted, in order of priority, to depositors of the Bank who have account balances of $50.00 or more as of the close of business on September 30, 2012
(Eligible Account Holders), depositors of the Bank who have account balances of $50.00 or more as of the close of business on the Supplemental Eligibility Record
Date (Supplemental Eligible Account Holders), and depositors of the Bank as of the Voting Record Date (other than Eligible Account Holders and Supplemental
Eligible Account Holders) and borrowers of the Bank as of March 3, 2004 whose borrowings remain outstanding as of the Voting Record Date (collectively, Other
Members). Subscription rights are nontransferable.
, 2013
Page 4

The Holding Company will also offer shares of Holding Company Common Stock not subscribed for in the subscription offering, if any, for sale in a community
offering to certain members of the general public.
Opinions
Based on the foregoing, and subject to the qualifications and limitations set forth in this letter, we are of the opinion that:
1. The MHC Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. (Section 368(a)(l)(A) of the Code.)
2. The Mutual Holding Company will not recognize any gain or loss on the transfer of its assets to the Mid-Tier Holding Company and the Mid-Tier Holding
Companys assumption of its liabilities, if any, in constructive exchange for a liquidation interest in the Mid-Tier Holding Company or on the constructive distribution
of such liquidation interest to the Mutual Holding Companys members who remain depositors of the Bank. (Section 361(a), 361(c) and 357(a) of the Code.)
3. No gain or loss will be recognized by the Mid-Tier Holding Company upon the receipt of the assets of the Mutual Holding Company in the MHC Merger in
exchange for the constructive transfer to the members of the Mutual Holding Company of a liquidation interest in the Mid-Tier Holding Company. (Section 1032(a) of
the Code.)
4. Persons who have an interest in the Mutual Holding Company will recognize no gain or loss upon the constructive receipt of a liquidation interest in the Mid-
Tier Holding Company in exchange for their voting and liquidation rights in the Mutual Holding Company. (Section 354(a) of the Code.)
5. The basis of the assets of Mutual Holding Company (other than stock in the Mid-Tier Holding Company) to be received by Mid-Tier Holding Company will be
the same as the basis of such assets in the hands of the Mutual Holding Company immediately prior to the transfer. (Section 362(b) of the Code.)
6. The holding period of the assets of the Mutual Holding Company (other than stock in the Mid-Tier Holding Company) in the hands of the Mid-Tier Holding
Company will include the holding period of those assets in the hands of the Mutual Holding Company. (Section 1223(2) of the Code.)
7. The Mid-Tier Merger will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and
therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. (Section 368(a)(1)(F) of the Code.)
, 2013
Page 5

8. The Mid-Tier Holding Company will not recognize any gain or loss on the transfer of its assets to the Holding Company and the Holding Companys
assumption of its liabilities in exchange for shares of common stock in the Holding Company or on the constructive distribution of such stock to Minority Stockholders
and the Liquidation Accounts to the Eligible Account Holders and Supplemental Eligible Account Holders. (Sections 361(a), 361(c) and 357(a) of the Code.)
9. No gain or loss will be recognized by the Holding Company upon the receipt of the assets of Mid-Tier Holding Company in the Mid-Tier Merger. (Section
1032(a) of the Code.)
10. The basis of the assets of the Mid-Tier Holding Company to be received by the Holding Company will be the same as the basis of such assets in the hands of
Mid-Tier Holding Company immediately prior to the transfer. (Section 362(b) of the Code.)
11. The holding period of the assets of Mid-Tier Holding Company to be received by the Holding Company will include the holding period of those assets in the
hands of Mid-Tier Holding Company immediately prior to the transfer. (Section 1223(2) of the Code.)
12. Mid-Tier Holding Company shareholders will not recognize any gain or loss upon their exchange of Mid-Tier Holding Company common stock for Holding
Company common stock. (Section 354 of the Code.)
13. Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon their constructive exchange of their liquidation
interests in Mid-Tier Holding Company for the Liquidation Account in the Holding Company. (Section 354 of the Code.)
14. The payment of cash to the Minority Stockholders in lieu of fractional shares of Holding Company common stock will be treated as though the fractional
shares were distributed as part of the Mid-Tier Merger and then redeemed by Mid-Tier Holding Company. The cash payments will be treated as distributions in full
payment for the fractional shares deemed redeemed under Section 302(a) of the Code, with the result that such shareholders will have short-term or long-term capital
gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41,
1977-2 C.B. 574.)
15. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Common Stock is zero.
Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members
upon distribution to them of nontransferable subscription rights to purchase shares of Holding Company Common Stock. (Section 356(a) of the Code.) Eligible Account
Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as the result of the exercise by them of the nontransferable
subscriptions rights. (Rev. Rul. 56-572, 1956-2 C.B. 182.)
, 2013
Page 6

16. It is more likely than not that the fair market value of the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation
Account in the event the Holding Company lacks sufficient net assets is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible
Account Holders and Supplemental Eligible Account Holders upon the constructive distribution to them of such rights in the Bank Liquidation Account as of the
effective date of the Mid-Tier Merger. (Section 356(a) of the Code.)
17. It is more likely than not that the basis of the Holding Company Common Stock purchased in the Offering by the exercise of the nontransferable subscription
rights will be the purchase price thereof. (Section 1012 of the Code.)
18. Each shareholders holding period in his or her Holding Company Common Stock received in the exchange will include the period during which the common
stock surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the shareholder on the date of the exchange. (Section 1223(1)
of the Code.)
19. Each shareholders aggregate basis in his or her Holding Company Common Stock received in the exchange will equal the aggregate basis of the common
stock surrendered in exchange therefor. (Section 358(a) of the Code.)
20. The holding period of the Holding Company Common Stock purchased pursuant to the exercise of subscriptions rights shall commence on the date on which
the right to acquire such stock was exercised. (Section 1223(5) of the Code.)
21. No gain or loss will be recognized by Holding Company on the receipt of money in exchange for Holding Company Common Stock sold in the Offering.
(Section 1032 of the Code.)
Our opinion under paragraph 15 is based on the position that the subscription rights to purchase shares of Holding Company Common Stock received by Eligible
Account Holders, Supplemental Eligible Account Holders and Other Members have a fair market value of zero. We understand that the subscription rights will be
granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipient with the right only to purchase shares of Holding
Company Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that the IRS has not in the past
concluded that subscription rights have value. Based on the foregoing, we believe it is more likely than not that the nontransferable subscription rights to purchase
Holding Company Common Stock have no value. If the subscription rights are subsequently found to have an economic value, income may be recognized by various
recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Holding Company and/or the Bank may be taxable on the
distribution of the subscription rights.
Our opinion under paragraph 16 above is based on the position that the benefit provided by the Bank Liquidation Account supporting the payment of the
Liquidation Account if the Holding Company lacks sufficient net assets has a fair market value of zero. We understand that:
, 2013
Page 7

(i) there is no history of any holder of a liquidation account receiving any payment attributable to a liquidation account; (ii) the interests in the Liquidation Account and
Bank Liquidation Account are not transferable; (iii) the amounts due under the Liquidation Account with respect to each Eligible Account Holder and Supplemental
Eligible Account Holder will be reduced as their deposits in the Bank are reduced as described in the Plan; and (iv) the Bank Liquidation Account payment obligation
arises only if the Holding Company lacks sufficient net assets to fund the Liquidation Account. If such Bank Liquidation Account rights are subsequently found to have
an economic value, income may be recognized by each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of such fair market value as
of the effective date of the Mid-Tier Merger.
We hereby consent to the filing of the opinion as an exhibit to the Mutual Holding Companys Application for Conversion filed with the Board of Governors of
the Federal Reserve System and to the Holding Companys Registration Statement on Form S-1, as amended, as filed with the SEC. We also consent to the references to
our firm in the Prospectus contained in the Application for Conversion and Form S-1, as amended, under the captions The Conversion and Offering-Material Income
Tax Consequences and Legal and Tax Opinions.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP

Eric S. Kracov, a Partner
Exhibit 10.12
AMENDED AND RESTATED
CLIFTON SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as of January 1, 2014)
Amended and Restated
Clifton Savings Bank
Supplemental Executive Retirement Plan
Table of Contents

Article I Introduction 1
Article II Definitions 1
Article III Eligibility and Participation 3
Article IV Benefits 3
Article V Accounts 5
Article VI Supplemental Benefit Payments 6
Article VII Claims Procedures 6
Article VIII Amendment and Termination 7
Article IX General Provisions 8
Article I
Introduction
Section 1.01 Purpose, Design and Intent .
(a) The purpose of the Clifton Savings Bank Supplemental Executive Retirement Plan (the Plan) is to assist Clifton Savings Bank (the Bank) and its
affiliates in retaining the services of key employees until their retirement, to induce such employees to use their best efforts to enhance the business of the Bank and its
affiliates, and to provide certain supplemental retirement benefits to such employees.
(b) The Plan, in relevant part, is intended to constitute an unfunded excess benefit plan as defined in Section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended. In this respect, the Plan is specifically designed to provide certain key employees with retirement benefits that would have been
provided under various tax-qualified retirement plans sponsored by the Bank but for the applicable limitations placed on benefits and contributions under such plans by
various provisions of the Internal Revenue Code of 1986, as amended (the Code).
(c) The Bank is amending and restating the Plan in its entirety effective as of January 1, 2014.
Article II
Definitions
Section 2.01 Definitions . In this Plan, whenever the context so indicates, the singular or the plural number and the masculine or feminine gender shall be deemed to
include the other, the terms he, his, and him, shall refer to a Participant or a beneficiary of a Participant, as the case may be, and, except as otherwise provided, or
unless the context otherwise requires, the capitalized terms shall have the following meanings:
(a) Affiliate means any corporation, trade or business, which, at the time of reference, is together with the Bank, a member of a controlled group of
corporations, a group of trades or businesses (whether or not incorporated) under common control, or an affiliated service group, as described in Sections 414(b), 414(c),
and 414(m) of the Code, respectively, or any other organization treated as a single employer with the Bank under Section 414(o) of the Code.
(b) Applicable Limitations means one or more of the following, as applicable:



(c) Bank means Clifton Savings Bank, and its successors.

1
(i) the maximum limitations on annual additions to a tax-qualified defined contribution plan under Section 415(c) of the Code;

(ii) the maximum limitation on the annual amount of compensation that may, under Section 401(a)(17) of the Code, be taken into account in
determining contributions to and benefits under tax-qualified plans; and

(iii) the maximum limitations, under Sections 401(k), 401(m), or 402(g) of the Code, on pre-tax contributions that may be made to a qualified
defined contribution plan.
(d) Board of Directors means the Board of Directors of the Bank.
(e) Change in Control means the earliest occurrence of a change in ownership, change in effective control, or change in ownership of a substantial
portion of assets for purposes of Section 409A of the Code, but excluding reorganization of the Bank from the mutual holding company form of organization to the full
stock holding company form of organization (including the elimination of the mutual holding company).
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Committee means the person(s) designated by the Board of Directors, pursuant to Section 9.02 of the Plan, to administer the Plan.
(h) Common Stock means the common stock of the Company.
(i) Company means Clifton Savings Bancorp, Inc. and its successors.
(j) Eligible Individual means any Employee whom the Board of Directors determines is one of a select group of management or highly compensated
employees, as such phrase is used for purposes of Sections 101, 201, and 301 of ERISA.
(k) Employee means any person employed by the Bank or an Affiliate.
(l) Employer means the Bank or Affiliate that employs the Employee.
(m) ERISA means the Employee Retirement Income Security Act of 1974, as amended.
(n) ESOP means the Clifton Savings Bank Employee Stock Ownership Plan, as amended from time to time.
(o) ESOP Acquisition Loan means a loan or other extension of credit incurred by the trustee of the ESOP in connection with the purchase of Common
Stock on behalf of the ESOP.
(p) ESOP Valuation Date means any day as of which the investment experience of the trust fund of the ESOP is determined and individuals accounts
under the ESOP are adjusted accordingly.
(q) Effective Date means January 1, 2004.
(r) Participant means an Eligible Employee who is entitled to benefits under the Plan.
(s) Plan means this Clifton Savings Bank Supplemental Executive Retirement Plan.
(t) Savings Plan means the Clifton Savings Bank 401(k) Savings Plan, as amended from time to time.
(u) Separation from Service means a Participants separation from service with the Bank, within the meaning of Section 409A of the Code.

2
(v) Specified Employee means, as of a given date, a specified employee as of such date for purposes of Section 409A of the Code.
(w) Supplemental ESOP Account means an account established by an Employer, pursuant to Section 5.01 of the Plan, with respect to a Participants
Supplemental ESOP Benefit.
(x) Supplemental ESOP Benefit means the benefit credited to a Participant pursuant to Section 4.01 of the Plan.
(y) Supplemental Savings Benefit means the benefit credited to a Participant pursuant to Section 4.03 of the Plan.
(z) Supplemental Savings Account means an account established by an Employer, pursuant to Section 5.03 of the Plan, with respect to a Participants
Supplemental Savings Benefit.
(aa) Supplemental Stock Ownership Account means an account established by an Employer, pursuant to Section 5.02 of the Plan, with respect to a
Participants Supplemental Stock Ownership Benefit.
(bb) Supplemental Stock Ownership Benefit means the benefit credited to a Participant pursuant to Section 4.02 of the Plan.
Article III
Eligibility and Participation
Section 3.01 Eligibility and Participation .
(a) Each Eligible Employee may participate in the Plan. An Eligible Employee shall become a Participant in the Plan upon designation as such by the
Board of Directors. An Eligible Employee whom the Board of Directors designates as a Participant in the Plan shall commence participation as of the date established by
the Board of Directors. The Board of Directors shall establish an Eligible Employees date of participation at the same time it designates the Eligible Employee as a
Participant in the Plan.
(b) The Board of Directors may, at any time, designate an Eligible Employee as a Participant for any or all supplemental benefits provided for under
Article IV of the Plan.
Article IV
Benefits
Section 4.01 Supplemental ESOP Benefit .
As of the last day of each plan year of the ESOP, the Employer shall credit the Participants Supplemental ESOP Account with a Supplemental ESOP
Benefit equal to the excess of (a) over (b), where:
(a) Equals the annual contributions made by the Employer and/or the number of shares of Common Stock released for allocation in connection with the
repayment of an ESOP Acquisition Loan that would otherwise be allocated to the accounts of the Participant under the ESOP for the applicable plan year, if the
provisions of the ESOP were administered without regard to eligibility or any of the Applicable Limitations; and

3
(b) Equals the annual contributions made by the Employer and/or the number of shares of common stock released for allocation in connection with the
repayment of an ESOP Acquisition Loan that are actually allocated to the accounts of the Participant under the provisions of the ESOP for that particular plan year, after
giving effect to any reduction of such allocation required by any of the Applicable Limitations.
Section 4.02 Supplemental Stock Ownership Benefit .
(a) Upon a Change in Control, the Employer shall credit to the Participants Supplemental Stock Ownership Account a Supplemental Stock Ownership
Benefit equal to (i) less (ii), the result of which is multiplied by (iii), where:



(b) For purposes of clause (i) of subsection (a) of this Section 4.02, the total number of shares of Common Stock shall be determined by multiplying the
sum of (i) and (ii) by (iii), where:




4

(i) Equals the total number of shares of Common Stock acquired with the proceeds of all ESOP Acquisition Loans (together with any
dividends, cash proceeds, or other medium related to such ESOP Acquisition Loans) that would have been allocated or credited for the
benefit of the Participant under the ESOP and/or this Plan, as the case may be, had the Participant continued in the employ of the Employer
from his date of participation in this Plan through the first ESOP Valuation Date following the last scheduled payment of principal and
interest on all ESOP Acquisition Loans outstanding at the time of the Change in Control; and

(ii) Equals the total number of shares of Common Stock acquired with the proceeds of all ESOP Acquisition Loans (together with any
dividends, cash proceeds, or other medium related to such ESOP Acquisition Loans) and allocated for the benefit of the Participant under
the ESOP and/or this Plan, as the case may be, as of the first ESOP Valuation Date following the Change in Control; and
(iii) Equals the fair market value of the Common Stock immediately preceding the Change in Control.

(i) equals the average of the total shares of Common Stock acquired with the proceeds of an ESOP Acquisition Loan and allocated for the
benefit of the Participant under the ESOP as of the three most recent ESOP Valuation Dates preceding the Change in Control (or lesser
number if the Participant has not participated in the ESOP for three full years);

(ii) equals the average number of shares of Common Stock credited to the Participants Supplemental ESOP Account for the three most recent
plan years of the ESOP (such that the three most recent plan years coincide with the three most recent ESOP Valuation Dates referred to in
(i) above); and
(iii) equals the original number of scheduled annual payments on the ESOP Acquisition Loans.
Section 4.03 Supplemental Savings Benefit .
A Participants Supplemental Savings Benefit under the Plan shall be equal to the excess of (a) over (b), where:
(a) is the sum of the matching contributions and other contributions of the Employer that would otherwise be allocated to an account of the Participant
under the Savings Plan for a particular year, if the provisions of the Savings Plan were administered without regard to eligibility or any of the Applicable Limitations
(assuming the Participant would have contributed the maximum amount allowed to the Savings Plan if he is not yet eligible for the Savings Plan); and
(b) is the sum of the matching contributions and other contributions of the Employer that are actually allocated on account of the Participant under the
provisions of the Savings Plan for that particular year, after giving effect to any reduction of such allocation required by any of the Applicable Limitations.
Article V
Accounts
Section 5.01 Supplemental ESOP Benefit Account .
For each Participant who is credited with a benefit pursuant to Section 4.01 of the Plan, the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account. Each year, the Committee shall credit to the Participants Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year. The Committee shall credit the account with an amount equal to the appropriate number of shares of Common Stock or other
medium of contribution that would have otherwise been made to the Participants accounts under the ESOP but for the limitations imposed by the Code. Shares of
Common Stock shall be valued under this Plan in the same manner as under the ESOP. Cash contributions credited to a Participants Supplemental ESOP Account shall
be credited annually with interest at a rate equal to the combined weighted return provided to the Participants non-stock accounts under the ESOP.
Section 5.02 Supplemental Stock Ownership Account .
The Employer shall establish, as a memorandum account on its books, a Supplemental Stock Ownership Account. Upon a Change in Control, the Committee shall
credit to the Participants Supplemental Stock Ownership Account the amount of benefits determined under Section 4.02 of the Plan. The Committee shall credit the
account with an amount equal to the appropriate number of shares of Common Stock or other medium of contribution that would have otherwise been made to the
Participants accounts under the ESOP. Shares of Common Stock shall be valued under this Plan in the same manner as under the ESOP. Cash contributions credited to
a Participants Supplemental Stock Ownership Account shall be credited annually with interest at a rate equal to the combined weighted return provided to the
Participants non-stock accounts under the ESOP.
Section 5.03 Supplemental Savings Account .
The Employer shall establish a memorandum account, the Supplemental Savings Account for each Participant on its books, and each year the Committee will
credit the amount of contributions determined under Section 4.03 of the Plan. Contributions credited to a Participants Supplemental Savings Account shall be credited
monthly with interest at a rate equal to the combined weighted return provided to the Participants account(s) under the Savings Plan.

5
Article VI
Supplemental Benefit Payments
Section 6.01 Payment of Supplemental ESOP Benefit .
(a) A Participants Supplemental ESOP Benefit shall be paid to the Participant or, in the event of the Participants death, to his beneficiary (as designated
on a form acceptable to the Employer), in a single lump sum payment as soon as administratively practicable (but no later than 60 days) following the Participants
Separation from Service. The form of the payment shall match the form (i.e., cash, stock or other medium) in which the Employer credited the benefit pursuant to Article
V of the Plan.
(b) A Participant shall have a non-forfeitable right to the Supplemental ESOP Benefit credited to him under this Plan in the same percentage as he has to
benefits allocated to him under the ESOP at the time the benefits become distributable to him under the ESOP.
Section 6.02 Payment of Supplemental Stock Ownership Benefit .
(a) A Participants Supplemental Stock Ownership Benefit shall be paid to the Participant or, in the event of the Participants death, to his beneficiary (as
designated on a form acceptable to the Employer), in a single lump sum payment as soon as administratively practicable (but no later than 60 days) following the
Participants Separation from Service. The form of the payment shall match the form (i.e., cash, stock or other medium) in which the Employer credited the benefit
pursuant to Article V of the Plan.
(b) A Participant shall always have a fully non-forfeitable right to the Supplemental Stock Ownership Benefit credited to him under this Plan.
Section 6.03 Payment of Supplemental Savings Benefit .
(a) A Participants Supplemental Savings Benefit shall be paid to the Participant or, in the event of the Participants death, to his beneficiary (as designated
on a form acceptable to the Employer), in a single lump sum payment as soon as administratively practicable (but no later than 60 days) following the Participants
Separation from Service. The form of payment shall match the form (i.e., cash, stock or other medium) in which the Employer credited the benefit pursuant to Article V
of the Plan.
(b) A Participant shall have a non-forfeitable right to his Supplemental Savings Benefit under this Plan in the same percentage as he has to his matching
contributions under the Savings Plan at the time the benefits become distributable to him under the Savings Plan.
Article VII
Claims Procedures
Section 7.01 Claims Reviewer .
For purposes of handling claims with respect to this Plan, the Claims Reviewer shall be the Committee, unless the Committee designates another person or
group of persons as Claims Reviewer.

6
Section 7.02 Claims Procedure .
(a) An initial claim for benefits under the Plan must be made by the Participant or his beneficiary or beneficiaries in accordance with the terms of this
Section 7.02.
(b) Not later than ninety (90) days after receipt of such a claim, the Claims Reviewer will render a written decision on the claim to the claimant, unless
special circumstances require the extension of such 90-day period. If such extension is necessary, the Claims Reviewer shall provide the Participant or the Participants
beneficiary or beneficiaries with written notification of such extension before the expiration of the initial 90-day period. Such notice shall specify the reason or reasons
for the extension and the date by which a final decision can be expected. In no event shall such extension exceed a period of ninety (90) days from the end of the initial
90-day period.
(c) In the event the Claims Reviewer denies the claim of a Participant or any beneficiary in whole or in part, the Claims Reviewers written notification
shall specify, in a manner calculated to be understood by the claimant, the reason for the denial; a reference to the Plan or other document or form that is the basis for the
denial; a description of any additional material or information necessary for the claimant to perfect the claim; an explanation as to why such information or material is
necessary; and an explanation of the applicable claims procedure.
(d) Should the claim be denied in whole or in part and should the claimant be dissatisfied with the Claims Reviewers disposition of the claimants claim,
the claimant may have a full and fair review of the claim by the Committee upon written request submitted by the claimant or the claimants duly authorized
representative and received by the Committee within sixty (60) days after the claimant receives written notification that the claimants claim has been denied. In
connection with such review, the claimant or the claimants duly authorized representative shall be entitled to review pertinent documents and submit the claimants
views as to the issues, in writing. The Committee shall act to deny or accept the claim within sixty (60) days after receipt of the claimants written request for review
unless special circumstances require the extension of such 60-day period. If such extension is necessary, the Committee shall provide the claimant with written
notification of such extension before the expiration of such initial 60-day period. In all events, the Committee shall act to deny or accept the claim within 120 days of the
receipt of the claimants written request for review. The action of the Committee shall be in the form of a written notice to the claimant and its contents shall include all
of the requirements for action on the original claim.
(e) In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the claimant has exhausted all of the
remedies and procedures afforded the claimant by this Article VII.
Article VIII
Amendment and Termination
Section 8.01 Amendment of the Plan .
The Bank may from time to time and at any time amend the Plan; provided, however, that such amendment may not adversely affect the rights of any Participant
or beneficiary with respect to any benefit under the Plan to which the Participant or beneficiary may have previously become entitled prior to the effective date of such
amendment without the consent of the Participant or beneficiary. The Committee shall be authorized to make minor or administrative changes to the Plan, as well as
amendments required by applicable federal or state law (or authorized or made desirable by such statutes); provided, however, that such amendments must subsequently
be ratified by the Board of Directors.

7
Section 8.02 Termination in the Discretion of the Bank .
Except as otherwise provided in Sections 8.03, the Bank in its discretion may terminate the Plan and distribute benefits to Participants subject to the
following requirements and any others specified under Section 409A of the Code:
(a) All arrangements sponsored by the Bank that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations are terminated.
(b) No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of
the termination date.
(c) All benefits under the Plan are paid within 24 months of the termination date.
(d) The Bank does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing
for the deferral of compensation at any time within 3 years following the date of termination of the Plan.
(e) The termination does not occur proximate to a downturn in the financial health of the Bank.
Section 8.03 Termination Upon Change in Control Event .
If the Bank terminates the Plan within thirty days preceding or twelve months following a Change in Control, the Accounts (Supplemental ESOP Account,
Supplemental Savings Account and Supplemental Stock Ownership Account) of each Participant shall become fully vested and payable to the Participant in a lump sum
within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.
Article IX
General Provisions
Section 9.01 Unfunded, Unsecured Promise to Make Payments in the Future .
The right of a Participant or any beneficiary to receive a distribution under this Plan shall be an unsecured claim against the general assets of the Bank or its
Affiliates, and neither a Participant, nor his designated beneficiary or beneficiaries, shall have any rights in or against any amount credited to any account under this Plan
or any other assets of the Bank or an Affiliate. The Plan at all times shall be considered entirely unfunded both for tax purposes and for purposes of Title I of ERISA.
Any funds invested hereunder shall continue for all purposes to be part of the general assets of the Bank or an Affiliate and available to its general creditors in the event
of bankruptcy or insolvency. Accounts under this Plan and any benefits which may be payable pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or a Participants beneficiary. The Plan constitutes a mere
promise by the Bank or Affiliate to make benefit payments in the future. No interest or right to receive a benefit may be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such Participant or beneficiary, including claims for alimony, support, separate maintenance and
claims in bankruptcy proceedings.

8
Section 9.02 Committee as Plan Administrator .
(a) The Plan shall be administered by the Committee designated by the Board of Directors of the Bank.
(b) The Committee shall have the authority, duty and power to interpret and construe the provisions of the Plan as it deems appropriate. The Committee
shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder. In addition, the Committee shall
have the authority and power to delegate any of its administrative duties to employees of the Bank or an Affiliate, as they may deem appropriate. The Committee shall
be entitled to rely on all tables, valuations, certificates, opinions, data and reports furnished by any actuary, accountant, controller, counsel or other person employed or
retained by the Bank with respect to the Plan. The interpretations, determinations, regulations and calculations of the Committee shall be final and binding on all persons
and parties concerned.
Section 9.03 Expenses .
Expenses of administration of the Plan shall be paid by the Bank or an Affiliate.
Section 9.04 Statements .
The Committee shall furnish individual annual statements of accrued benefits to each Participant, or current beneficiary, in such form as determined by the
Committee or as required by law.
Section 9.05 Rights of Participants and Beneficiaries .
(a) The sole rights of a Participant or beneficiary under this Plan shall be to have this Plan administered according to its provisions and to receive whatever
benefits he or she may be entitled to hereunder.
(b) Nothing in the Plan shall be interpreted as a guaranty that any funds in any trust which may be established in connection with the Plan or assets of the
Bank or an Affiliate will be sufficient to pay any benefit hereunder.
(c) The adoption and maintenance of this Plan shall not be construed as creating any contract of employment or service between the Bank or an Affiliate
and any Participant or other individual. The Plan shall not affect the right of the Bank or an Affiliate to deal with any Participants in employment or service respects,
including their hiring, discharge, compensation, and other conditions of employment or service.
Section 9.06 Incompetent Individuals .
The Committee may, from time to time, establish rules and procedures which it determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such Participant or beneficiary is declared incompetent and a conservator or other person is appointed
and legally charged with that Participants or beneficiarys care. Except as otherwise provided for herein, when the Committee determines that such Participant or
beneficiary is unable to manage his financial affairs, the Committee may pay such Participants or beneficiarys benefits to such conservator, person legally charged with
such Participants or beneficiarys care, or institution then contributing toward or providing for the care and maintenance of such Participant or beneficiary. Any such
payment shall constitute a complete discharge of any liability of the Bank or an Affiliate and the Plan for such Participant or beneficiary.

9
Section 9.07 Sale, Merger or Consolidation of the Bank .
Subject to Section 8.03, the Plan may be continued after a sale of assets of the Bank, or a merger or consolidation of the Bank into or with another corporation or
entity only if, and to the extent that, the transferee, purchaser or successor entity agrees to continue the Plan. Additionally, upon a merger, consolidation or other change
in control any amounts credited to Participants deferral accounts shall be placed in a grantor trust to the extent not already in such a trust. In the event that the Plan is
not continued by the transferee, purchaser or successor entity, then the Plan shall be terminated subject to the provisions of Section 8.03 of the Plan. Any legal fees
incurred by a Participant in determining benefits to which such Participant is entitled under the Plan following a sale, merger, or consolidation of the Bank or an Affiliate
of which the Participant is an Employee or, if applicable, a member of the Board of Directors, shall be paid by the resulting or succeeding entity.
Section 9.08 Location of Participants .
Each Participant shall keep the Bank informed of his current address and the current address of his designated beneficiary or beneficiaries. The Bank shall not be
obligated to search for any person. If such person is not located within three (3) years after the date on which payment of the Participants benefits payable under this
Plan may first be made, payment may be made as though the Participant or his beneficiary had died at the end of such three-year period.
Section 9.09 Liability of the Bank and its Affiliates .
Notwithstanding any provision herein to the contrary, neither the Bank nor any individual acting as an employee or agent of the Bank shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim, loss, liability or expense incurred in connection with the Plan, unless attributable to fraud
or willful misconduct on the part of the Bank or any such employee or agent of the Bank.
Section 9.10 Governing Law .
All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and, to the extent
not preempted by such laws, by the laws of the State of New Jersey.
Section 9.11 Aggregation of Employers .
To the extent required under Section 409A of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business
under common control (as described in Section 414(b) or (c) of the Code), all members of the group shall be treated as a single employer for purposes of whether there
has occurred a Separation from Service and for any other purposes under the Plan as Section 409A of the Code shall require.
Section 9.12 Specified Employees .
Notwithstanding any other provision of the Plan to the contrary, if when a Separation from Service occurs a Participant is a Specified Employee, the
Participants benefit shall be paid to the Participant in a single lump sum without interest on the first payroll date of the seventh month following the date on which the
Separation from Service occurs.

10
Section 9.13 Section 409A .
It is intended that the Plan is intended to be a plan that is not qualified within the meaning of Section 401(a) of the Code, so as to prevent the inclusion in gross
income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made
available to the Participants. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.
Section 9.14 409A Application .
References in this Plan to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury
under Section 409A of the Code.

11
Having been adopted by its Board of Directors, this Plan is executed by its duly authorized officer on the 20
th
day of November, 2013.


12
CLIFTON SAVINGS BANK
ATTEST:
/s/ Walter Celuch

By:

/s/ John A. Celentano, Jr.
Corporate Secretary For the Entire Board of Director
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Prospectus, which constitutes part of this Registration Statement on Form S-1 of Clifton Bancorp Inc., of our
report dated June 6, 2013 related to the consolidated financial statements as of March 31, 2013 and 2012 and for each of the years in the three-year period ended
March 31, 2013 of Clifton Savings Bancorp, Inc.
We also consent to the reference to us under the heading Experts in such Registration Statement.


Clark, New Jersey
November 27, 2013
Exhibit 23.3


November 27, 2013
Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
1433 Van Houten Avenue
Clifton, New Jersey 07015-2149
Members of the Boards of Directors:
We hereby consent to the use of our firms name in the Form AC Application for Conversion for Clifton MHC and in the Form S-1 Registration Statement for
Clifton Bancorp Inc., in each case as amended and supplemented. We also hereby consent to the inclusion of, summary of and reference to our Appraisal and our
statements concerning subscription rights and liquidation rights in such filings including the prospectus of Clifton Bancorp Inc. and to the reference to our firm under the
heading Experts in the prospectus.
Sincerely,
RP

FINANCIAL, LC.





Washington Headquarters
Three Ballston Plaza Telephone: (703) 528-1700
1100 North Glebe Road, Suite 600 Fax No.: (703) 528-1788
Arlington, VA 22201 Toll-Free No.: (866) 723-0594
www.rpfinancial.com E-Mail: mail@rpfinancial.com
Exhibit 23.4
CONSENT OF PERSON DESIGNATED
TO SERVE ON THE BOARD OF DIRECTORS OF
CLIFTON BANCORP INC.
The undersigned hereby consents, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named in the prospectus and proxy
statement/prospectus constituting part of Clifton Bancorp Inc.s Registration Statement on Form S-1 as a person to become a director of Clifton Bancorp Inc.

Dated: November 27, 2013
/s/ Paul M. Aguggia
Paul M. Aguggia
Exhibit 99.1
PRO FORMA VALUATION REPORT
CLIFTON BANCORP INC.
Clifton, New Jersey
PROPOSED HOLDING COMPANY FOR:
CLIFTON SAVINGS BANK
Clifton, New Jersey
Dated As Of:
November 15, 2013

Prepared By:
RP

Financial, LC.

1100 North Glebe Road
Suite 600
Arlington, Virginia 22201






November 15, 2013
Boards of Directors
Clifton MHC
Clifton Savings Bancorp, Inc.
Clifton Savings Bank
1433 Van Houten Avenue
Clifton, New Jersey 07015-2149
Members of the Boards of Directors:
At your request, we have completed and hereby provide an independent appraisal (Appraisal) of the estimated pro forma market value of the common stock
which is to be issued in connection with the mutual-to-stock conversion transaction described below.
This Appraisal is furnished pursuant to the requirements stipulated in the Code of Federal Regulations and has been prepared in accordance with the Guidelines
for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization (the Valuation Guidelines) of the
Office of Thrift Supervision (OTS) and accepted by the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit
Insurance Corporation (FDIC), and applicable regulatory interpretations thereof.
Description of Plan of Conversion and Reorganization
On November 20, 2013, the Boards of Directors of Clifton MHC (the MHC), Clifton Savings Bancorp, Inc. (Clifton Bancorp or the Company) and Clifton
Savings Bank (the Bank), Clifton, New Jersey, unanimously adopted an amended and restated plan of conversion (which is referred to as the Plan of Conversion),
which amended and restated in its entirety the plan of conversion approved by the Boards of Directors of the MHC, the Company and the Bank on November 8, 2010,
whereby the MHC will convert to stock form. As a result of the conversion, Clifton Savings, which currently owns all of the issued and outstanding common stock of
the Bank, will be succeeded by a newly-formed Maryland corporation to be named Clifton Bancorp Inc. The MHC will consolidate its assets into the Company, and
following the conversion the MHC will no longer exist. For purposes of this document, the existing consolidated entity and its post-conversion succession will
hereinafter be referred to as Clifton Bancorp or the Company. As of September 30, 2013 the MHC had a majority ownership interest in, and its principal asset consisted
of, approximately 64% of the common stock (the MHC Shares) of Clifton Bancorp. The remaining 36% of Clifton Bancorps common stock was owned by public
shareholders.
It is our understanding that Clifton Bancorp will offer its stock, representing the majority ownership interest held by the MHC, in a subscription offering to
Eligible Account Holders, Tax-Qualified Employee Benefit Plans, Supplemental Eligible Account Holders and Other Members, as such terms are defined for purposes
of applicable federal regulatory requirements governing mutual-to-stock conversions. To the extent that shares remain available for purchase after



Washington Headquarters
Three Ballston Plaza Telephone: (703) 528-1700
1100 North Glebe Road, Suite 600 Fax No.: (703) 528-1788
Arlington, VA 22201 Toll-Free No.: (866) 723-0594
www.rpfinancial.com E-Mail: mail@rpfinancial.com
Boards of Directors
November 15, 2013
Page 2

satisfaction of all orders received in the subscription offering, the shares may be offered for sale to the public at large in a community offering and a syndicated offering
or in a firm commitment underwritten public offering. Upon completing the mutual-to-stock conversion and stock offering (the Second Step Conversion), the
Company will be 100% owned by public shareholders, and the publicly-held shares of Clifton Bancorp will be exchanged for shares in the Company at a ratio that
retains their ownership interest at the time the conversion is completed, taking into account the impact of the MHC assets in the Second Step Conversion, consistent with
FRB policy with respect to the treatment of MHC assets that will be consolidated with the Company.
RP

Financial, LC.

RP

Financial, LC. (RP Financial) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in
financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form.
The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for our appraisal, we are independent of
the Company, the Bank, the MHC and the other parties engaged by the Bank or the Company to assist in the stock conversion process.
Valuation Methodology
In preparing our Appraisal, we have reviewed the regulatory applications of the MHC, the Company and the Bank, including the prospectus as filed with the FRB
and the Securities and Exchange Commission (SEC). We have conducted a financial analysis of the MHC, the Company and the Bank that has included a review of
audited financial information for the fiscal years ended March 31, 2009 through March 31, 2013 and a review of unaudited financial information through September 30,
2013, as well as due diligence related discussions with the Companys management; BDO USA, LLP, the Companys independent auditor; Kilpatrick Townsend &
Stockton, LLP, the Companys conversion counsel and Sandler ONeill & Partners, L.P, the Companys marketing advisor in connection with the stock offering. All
assumptions and conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered
information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are
reliable, we cannot guarantee the accuracy and completeness of such information.
We have investigated the competitive environment within which Clifton Bancorp operates and have assessed Clifton Bancorps relative strengths and weaknesses.
We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the potential impact on Clifton Bancorp and the
industry as a whole. We have analyzed the potential effects of the stock conversion on Clifton Bancorps operating characteristics and financial performance as they
relate to the pro forma market value of Clifton Bancorp. We have analyzed the assets held by the MHC, which will be consolidated with Clifton Bancorps assets and
equity pursuant to the completion of the Second Step Conversion. We have reviewed the economic and demographic characteristics of the Companys primary market
area. We have compared Clifton Bancorps financial performance and condition with selected publicly-traded thrifts in accordance with the Valuation Guidelines, as
well as all publicly-traded thrifts and thrift holding companies. We have reviewed the current conditions in the securities markets in general and the market for thrift
stocks in particular, including the market for existing thrift issues, initial public offerings by thrifts and thrift holding companies, and second step conversion offerings.
We have excluded from such analyses thrifts subject to announced or rumored acquisition, and/or institutions that exhibit other unusual characteristics.
Boards of Directors
November 15, 2013
Page 3

The Appraisal is based on Clifton Bancorps representation that the information contained in the regulatory applications and additional information furnished to
us by Clifton Bancorp and its independent auditor, legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the
financial statements and other information provided by Clifton Bancorp, or its independent auditor, legal counsel and other authorized agents, nor did we independently
value the assets or liabilities of Clifton Bancorp. The valuation considers Clifton Bancorp only as a going concern and should not be considered as an indication of
Clifton Bancorps liquidation value.
Our appraised value is predicated on a continuation of the current operating environment for Clifton Bancorp and for all thrifts and their holding companies.
Changes in the local, state and national economy, the legislative and regulatory environment for financial institutions and mutual holding companies, the stock market,
interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may
materially impact the value of thrift stocks as a whole or the value of Clifton Bancorps stock alone. It is our understanding that there are no current plans for selling
control of Clifton Bancorp following completion of the Second Step Conversion. To the extent that such factors can be foreseen, they have been factored into our
analysis.
The estimated pro forma market value is defined as the price at which Clifton Bancorps common stock, immediately upon completion of the Second Step
Conversion offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable
knowledge of relevant facts.
Valuation Conclusion
It is our opinion that, as of November 15, 2013, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end
of the conversion offeringincluding (1) the shares to be issued publicly representing the MHCs current ownership interest in the Company; and, (2) exchange shares
issued to existing public shareholders of Clifton Bancorpwas $286,200,500 at the midpoint, equal to 28,620,050 shares at a per share value of $10.00, as shown in the
table on the following page.
Based on this valuation and taking into account the ownership interest represented by the shares owned by the MHC, the midpoint of the offering range is
$185,000,000, equal to 18,500,000 shares at $10.00 per share. The resulting range of value, the range of the offering amount and the number of pro forma shares are all
based on $10.00 per share.
Establishment of the Exchange Ratio
Applicable regulations provide that in a second step conversion of a mutual holding company, the minority shareholders are entitled to exchange the public shares
for newly issued shares in the fully converted company. The Boards of Directors of the MHC, the Company, and the Bank have independently determined the exchange
ratio, which has been designed to preserve the current aggregate percentage ownership in the Company held by the public shareholders after adjustment for the dilutive
impact of consolidation of the net assets of the MHC utilizing a methodology consistent with FRB policy in this regard. The exchange ratio to be received by the
existing minority shareholders of the Company will be determined at the end
Boards of Directors
November 15, 2013
Page 4

of the offering, based on the total number of shares sold in the offering and the final appraisal. Based on the valuation conclusion herein, the resulting offering value and
the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 1.0702 shares of the Companys stock for every one share held by public
shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.9097 at the minimum and 1.2307 at the maximum. RP Financial
expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public shareholders or on the proposed exchange ratio. The
resulting range of value pursuant to regulatory guidelines, the corresponding number of shares based on the Board approved $10.00 per share offering price, and the
resulting exchange ratios are shown in the table below.


Limiting Factors and Considerations
The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock.
Moreover, because such valuation is determined in accordance with applicable regulatory guidelines and is necessarily based upon estimates and projections of a number
of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion
offering, or prior to that time, will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value
thereof.
The Appraisal reflects only a valuation range as of this date for the pro forma market value of Clifton Bancorp immediately upon issuance of the stock and does
not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at
any time thereafter following the completion of the Second Step Conversion.
Total Shares
Offering
Shares
Exchange Shares
Issued to Public
Shareholders
Exchange
Ratio
Shares (1)
Maximum 32,913,057 21,275,000 11,638,057 1.2307
Midpoint 28,620,050 18,500,000 10,120,050 1.0702
Minimum 24,327,042 15,725,000 8,602,042 0.9097
Distribution of Shares (2)
Maximum 100.00 % 64.64 % 35.36 %
Midpoint 100.00 % 64.64 % 35.36 %
Minimum 100.00 % 64.64 % 35.36 %
Aggregate Market Value at $10.00 Per Share
Maximum $ 329,130,570 $ 212,750,000 $ 116,380,570
Midpoint $ 286,200,500 $ 185,000,000 $ 101,200,500
Minimum $ 243,270,420 $ 157,250,000 $ 86,020,420
(1) Based on an $10.00 per share IPO price.
(2) Ownership ratios adjusted for dilution for MHC assets.
Boards of Directors
November 15, 2013
Page 5

RP Financials valuation was based on the financial condition, operations and shares outstanding of Clifton Bancorp as of or for the twelve months ended
September 30, 2013, the date of the financial data included in the prospectus. The proposed exchange ratio to be received by the current public shareholders of Clifton
Bancorp and the exchange of the public shares for newly issued shares of Clifton Bancorps common stock as a full public company was determined independently by
the Boards of Directors of the MHC, the Company, and the Bank. RP Financial expresses no opinion on the proposed exchange ratio to public shareholders or the
exchange of public shares for newly issued shares.
RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as
an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees
from purchasing stock of its client institutions.
This valuation will be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or
changes in the financial performance and condition of Clifton Bancorp, management policies, and current conditions in the equity markets for thrift shares, both existing
and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the legislative
and regulatory environment for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes
be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such
adjustments will be explained in the update at the date of the release of the update. The valuation will also be updated at the completion of Clifton Bancorps stock
offering.
Respectfully submitted,
RP

FINANCIAL, LC.



Ronald S. Riggins
President and Managing Director


Marcus Faust
Managing Director


James P. Hennessey
Director
i

TABLE OF CONTENTS
CLIFTON BANCORP INC.
CLIFTON SAVINGS BANK
Clifton, New Jersey

RP

Financial, LC. TABLE OF CONTENTS
DESCRIPTION


PAGE
NUMBER
CHAPTER ONE OVERVIEW AND FINANCIAL ANALYSIS
Introduction I.1
Plan of Conversion I.3
Purpose of the Reorganization I.4
Strategic Overview I.5
Balance Sheet Growth Trends I.9
Income and Expense Trends I.15
Interest Rate Risk Management I.20
Lending Activities and Strategy I.21
Origination, Purchasing, and Servicing of Loans I.24
Asset Quality I.25
Enterprise Risk Management and Capital Planning I.26
Funding Composition and Strategy I.26
Subsidiaries I.27
Legal Proceedings I.27
CHAPTER TWO MARKET AREA ANALYSIS
Introduction II.1
National Economic Factors II.2
Interest Rate Environment II.4
Market Area Demographic and Economic Characteristics II.5
Regional/Local Economy II.7
Unemployment Trends II.9
Real Estate Trends II.10
Market Area Deposit Characteristics II.12
Deposit Competition II.13
CHAPTER THREE PEER GROUP ANALYSIS
Peer Group Selection III.1
Financial Condition III.7
Income and Expense Components III.11
Loan Composition III.14
Credit Risk III.15
Interest Rate Risk III.16
Summary III.17
ii

TABLE OF CONTENTS
CLIFTON BANCORP INC.
CLIFTON SAVINGS BANK
Clifton, New Jersey
(continued)

RP

Financial, LC. TABLE OF CONTENTS
DESCRIPTION
PAGE
NUMBER
CHAPTER FOUR VALUATION ANALYSIS
Introduction IV.1
Appraisal Guidelines IV.1
RP Financial Approach to the Valuation IV.1
Valuation Analysis IV.2
1. Financial Condition IV.2
2. Profitability, Growth and Viability of Earnings IV.4
3. Asset Growth IV.5
4. Primary Market Area IV.6
5. Dividends IV.7
6. Liquidity of the Shares IV.8
7. Marketing of the Issue IV.8
A. The Public Market IV.8
B. The New Issue Market IV.12
C. The Acquisition Market IV.15
D. Trading in Clifton Bancorps Stock IV.15
8. Management IV.17
9. Effect of Government Regulation and Regulatory Reform IV.18
Summary of Adjustments IV.18
Valuation Approaches IV.19
Technical Analysis in Comparison to Highly Capitalized Public Thrifts IV.22
1. Price-to-Earnings (P/E) IV.24
2. Price-to-Book (P/B) IV.25
3. Price-to-Assets (P/A) IV.25
Comparison to Recent Offerings IV.25
Valuation Conclusion IV.26
Establishment of the Exchange Ratio IV.27
iii

LIST OF TABLES
CLIFTON BANCORP INC.
CLIFTON SAVINGS BANK
Clifton, New Jersey

RP

Financial, LC. LIST OF TABLE S
TABLE
NUMBER

DESCRIPTION

PAGE
1.1 Historical Balance Sheets I.10
1.2 Historical Income Statements I.16
2.1 Summary Demographic Data II.6
2.2 Major Private Sector Employers II.7
2.3 Primary Market Area Employment Sectors II.8
2.4 Unemployment Trends II.9
2.5 Residential Real Estate Trends II.10
2.6 Deposit Summary II.12
2.7 Deposit Market Share II.14
3.1 Peer Group of Publicly-Traded Thrifts III.3
3.2 Balance Sheet Composition and Growth Rates III.8
3.3 Income as a % of Average Assets and Yields, Costs, Spreads III.12
3.4 Loan Portfolio Composition and Related Information III.14
3.5 Credit Risk Measures and Related Information III.15
3.6 Interest Rate Risk Measures and Net Interest Income Volatility III.17
4.1 Recent Conversions Completed in Last Three Months IV.14
4.2 Market Pricing Comparatives IV.16
4.3 Public Market Pricing Versus Peer Group IV.23
I.1

I. OVERVIEW AND FINANCIAL ANALYSIS
Introduction
Clifton Savings Bancorp, Inc. (Clifton Bancorp or the Company) is a federally chartered mid-tier stock holding company organized in 2004 as the holding
company for Clifton Savings Bank (the Bank), a federally chartered savings bank headquartered in Clifton, New Jersey. The Bank conducts business from its main
office and a total of 11 branch offices, with the main office and 6 branches located in Passaic County and 5 branches located in neighboring Bergen County of New
Jersey. The Bank was originally chartered in 1928 as a state chartered savings and loan association and converted to a federal savings bank charter in September 2007.
Clifton, New Jersey, is located in Passaic County in northeast New Jersey, approximately 20 miles west of New York City. The Banks branch banking locations
are located in Passaic and Bergen Counties, while lending operations have traditionally been concentrated in a more expansive area within northeast New Jersey in
Essex, Morris, Hudson, and Union Counties. In September 2012, the Bank relocated its residential loan department to a newly leased location in Clifton. In addition, the
Bank delivers its banking products and services and related information services through alternative delivery channels including the Internet, a telephone call center, and
10 ATMs. The Bank has one wholly-owned subsidiary, Botany, Inc. (Botany), which was organized in December 2004 under state law as a New Jersey passive
investment company (PIC) primarily to hold investments and mortgage-backed securities (MBS) in an effort to minimize its state tax liability. At September 30,
2013, Botany had total assets of $203.3 million.
In March 2004, the Bank was reorganized into a state chartered stock savings association within a mutual holding company structure with a mid-tier holding
company and a concurrent minority stock offering. As part of the reorganization, the Bank formed a federal mid-tier stock holding company, the Company, and sold a
minority of the common shares to the public in a subscription and community offering. The majority of the Companys shares were issued to Clifton MHC (the
MHC), a mutual holding company organized under federal law.
The Companys principal activity is the ownership of the outstanding shares of the Bank, and no significant liabilities. At September 30, 2013, the Company had
26,248,040 shares of common stock outstanding, whereby the MHC owned 16,791,758 shares, or 64.0% of the common stock outstanding of the Company and the
minority public shareholders own the
RP

Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS

remaining 9,456,282 shares, or 36.0%. The public shares are traded on NASDAQ under the trading symbol CSBK. The Bank is a member of the Federal Home Loan
Bank (FHLB) system and its deposits are insured up to the regulatory maximums by the Federal Deposit Insurance Corporation (FDIC).
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) changed the regulators for the Bank and the Company
whereby on July 21, 2011, the Office of the Comptroller of the Currency (OCC) became the Banks primary regulator and the Federal Reserve Board (FRB) became
the Companys primary regulator, both replacing the Office of Thrift Supervision (OTS), respectively.
The executive management team is undergoing change with the second step conversion, as announced September 4, 2013, whereby John Celentano Jr., the
Companys Chairman and CEO, and Walter Celuch, President of the Company and President and CEO of the Bank, will retire December 31, 2013, and Paul Aguggia
will become Chairman, President and CEO of the Company and the Bank as of January 1, 2014. Mr. Celentano has served as a director of the Bank since 1962 and
became chairman and CEO of the company in 2004, concurrent the MHC reorganization and stock offering. Mr. Celuch has been employed by the Bank for more than
25 years, he began serving as President and CEO of the Bank in 1999 and as President of the Company in 2004. Mr. Aguggia presently serves as Chairman of the global
law firm Kilpatrick Townsend & Stockton LLP., which is also the Companys conversion counsel. Mr. Aguggia has practiced financial institution and securities law for
nearly 25 years and has served as the Companys primary legal counsel for more than 10 years.
The Company operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in the regional market
area, thereby attracting deposits from the general public and primarily using those funds, together with FHLB advances, to originate 1-4 family, multi-family,
commercial real estate, and consumer loans to their customers and invest in securities such as U.S. Government and agency securities and MBS. At September 30, 2013,
the Company had $1.1 billion of total assets, $554.5 million in loans, $791.4 million of total deposits, and stockholders equity equal to $188.5 million, equal to 17.4%
of total assets. The Company does not have any intangible assets. For the twelve months ended September 30, 2013, the Company reported net income equal to $6.2
million, or 0.59% of average assets. The Companys audited financial statements are included by reference as Exhibit I-1 and key operating ratios are shown in Exhibit
I-2.
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.2

Plan of Conversion
On November 20, 2013, the Boards of Directors of the MHC, the Company, and the Bank, unanimously adopted an amended and restated plan of conversion (the
Plan of Conversion), pursuant to which the Company will convert from the three-tier MHC structure to the full stock holding company structure and concurrently
conduct a Second Step Conversion offering (Second Step Conversion or Offering) that will include the sale of the MHCs ownership interest in the Company. The
Plan of Conversion which has subsequently been amended, as noted above, was originally approved by the Boards of Directors of the MHC, the Company, and the Bank
on November 8, 2010.
On February 7, 2011, the Company postponed the Second Step Conversion following the Needs to Improve Community Reinvestment Act (CRA) rating by
the OTS. Subsequently, on June 22, 2011, the Company withdrew its pending application for the Second Step Conversion, remaining committed to completing the
Second Step Conversion once the CRA rating had been upgraded. On August 2, 2013, the Company announced the upgraded CRA rating of Satisfactory and
subsequently adopted an amended Plan of Conversion. Pursuant to the Plan of Conversion, Clifton Savings Bancorp, Inc. will be succeeded by a newly formed
Maryland corporation with the name of Clifton Bancorp Inc. For purposes of this document, the existing consolidated entity and the newly incorporated entity will
hereinafter be referred to as Clifton Bancorp or the Company, unless otherwise noted.
Pursuant to the Second Step Conversion transaction, the Company will sell shares of its common stock in a subscription offering in descending order of priority to
the Banks members and other stakeholders as follows: Eligible Account Holders; Tax-Qualified Employee Benefit Plans; Supplemental Eligible Account Holders; and
Other Members. Any shares of stock not subscribed for by the foregoing classes of persons will be offered for sale to certain members of the public through a
community offering. Shares not purchased in the subscription and community offerings may be offered for sale to the general public in a syndicated offering or in a firm
commitment underwritten public offering. The Company will also issue exchange shares of its common stock to the current public shareholders in the Second Step
Conversion transaction pursuant to an exchange ratio that will result in the same aggregate ownership percentage as immediately before the Offering, taking into account
the impact of MHC assets in the Second Step Conversion, consistent with FRB policy with respect to the treatment of MHC assets. The dilution of the current minority
ownership position to account for the MHC assets will be discussed in greater detail in the valuation analysis to follow (Section IV).
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.3

Purpose of the Reorganization
The Second Step Conversion will increase the capital level to improve the overall competitive position of the Company in the local market area, enhance
profitability, and reduce interest rate risk. Importantly, the additional equity will provide a larger capital base for planned future growth and diversification, as well as
increase the lending capability of the Company, including the funds available for lending, particularly with the recent emphasis on expansion of its multi-family and
commercial real estate lending activities. Future asset and earnings growth opportunities will continuously be evaluated, including the potential for realigning the branch
network by closing smaller underperforming offices, while simultaneously evaluating potential de novo branching opportunities in the regional market.
Additionally, the Company anticipates that growth opportunities may result from regional bank consolidation in the local market, and the resulting fallout of
customers who are attracted to the Companys customer service and various products. The Second Step Conversion should also facilitate the Companys ability to
pursue such acquisitions through increased capital as well as the enhanced ability to use common stock as merger consideration. Further, the Second Step Conversion
will increase the public ownership, which is expected to improve the liquidity of the common stock.
The projected use of stock proceeds is highlighted below.


RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.4

The Company. The Company is expected to retain up to 50% of the net conversion proceeds. At present, Company funds, net of the loan to the employee
stock ownership plan (ESOP), are expected to be invested initially into high quality investment securities with short-term maturities, generally consistent
with the current investment mix. Over time, Company funds are anticipated to be utilized for various corporate purposes, possibly including acquisitions,
infusing additional equity into the Bank, repurchases of common stock, and the payment of regular and/or special cash dividends.

The Bank. The balance of the net conversion proceeds will be infused into the Bank. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund
stock purchases) infused into the Bank are anticipated to become part of general operating funds, and are expected to initially be invested in short-term
investments pending longer-term deployment, i.e., funding lending activities, purchasing loans in the market area, general corporate purposes and/or
expansion and diversification.

The Company expects to continue to pursue a controlled growth strategy, leveraging its strong pro forma capital, and growing primarily through the current
delivery channels. If appropriate, Clifton Bancorp may also consider various capital management strategies to assist in the long run objective of increasing return on
equity (ROE).
Strategic Overview
Throughout much of its corporate history, the Companys strategic focus has been that of a community-oriented financial institution with a primary focus on
meeting the borrowing, savings, and other financial needs of its local customers in Passaic and Bergen Counties, where the Company maintains branch offices and other
nearby markets of Essex, Morris, Hudson, and Union Counties. The Company has historically pursued a traditional thrift business model pursuant to which Clifton
Bancorp has emphasized the origination and purchase of 1-4 family first mortgage loans for investment, funded principally by retail deposits generated through the
branch network. The Company has sought to emphasize high quality and flexible service, capitalizing on its local orientation, competitive rates, and safety and
soundness.
In addition to originations, the Company supplements its internally originated loan production through purchases of 1-4 family first mortgage loans originated by
third parties, secured by residential real estate properties located primarily within the state of New Jersey. Diversification into other types of lending has been limited in
comparison to many regional competitors, and primarily includes multi-family and commercial real estate mortgage loans, as well as residential construction and
consumer lending, to a lesser extent. As of September 30, 2013, 90.2% of total loans consisted of 1-4 family first mortgage loans. In addition to retail deposits, the
Company utilizes borrowings as an alternative funding source for purposes of managing funding costs and interest rate risk. The Companys streamlined operations have
facilitated operating expense levels that are significantly below industry averages. At the same time, the limited diversification has also substantially limited revenues
derived from non-interest sources.
In recent years, the Company has continued a business strategy focused on deploying the majority of assets into locally-based 1-4 family first mortgage loans
underwritten pursuant to relatively conservative underwriting guidelines funded by retail deposits and borrowings. Management believes this philosophy has assisted the
Company in remaining profitable during a stressed credit environment which prevailed as a result of the financial crisis in 2008 and subsequent years, when many
regional peers earnings were depressed as a result of credit-
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.5

related expenses. At the same time, the Companys business model which emphasizes portfolio investment in 1-4 family mortgage loans has limited the Companys
earnings potential as the majority of Clifton Bancorps loan demand has been for 1-4 family first mortgage loans with 15 and 30 year fixed rate loans, which is a highly
competitive market segment. Moreover, the yield curve has flattened as the FRB implemented Operation Twist to reduce long-term interest rates, which has served to
reduce the Companys loan yields. Additionally, the loan portfolio was relatively static in size over the last five fiscal years as new loan originations and purchases were
largely offset by loan repayments, including high loan prepayments owing to substantial refinancing of the mortgage loans in the Companys loan portfolio, as long term
interest rates diminished to historically low levels.
Over the first six months of fiscal 2014, the Company sought to expand the loan portfolio balances, primarily by becoming more aggressive in its pricing and
expanding staffing in the residential mortgage loan department. As a result, the 1-4 family residential mortgage loan portfolio increased by $98 million or by more than
20% over the six months ended September 30, 2013. Importantly, the growth in the loan portfolio balance achieved in a short time frame shows the sensitivity of the
market to pricing and management has indicated that it could continue to realize strong loan growth if it were to continue to maintain a highly competitive pricing
structure. However, while the expansion will produce near term earnings benefits for Clifton Bancorp, recent loan growth has been concentrated in longer term fixed rate
loans (primarily 15 and 30 year loans) as well as hybrid adjustable loans, which possess a relatively high level of interest rate risk exposure in view of the short term
repricing structure of the Companys deposit base.
The Companys lending platform has evolved as customer mortgage financing behaviors have changed. In this regard, the Company has utilized technology to
originate loans through internet mortgage loan marketers such as Loan Search (www.loansearch.com) and HSH Associates (www.hsh.com). The Company also
generates 1-4 family mortgage loans through broker referrals or through outright loan purchases from various sources including mortgage bankers and brokers and other
lenders. At the same time, the Company continues to generate loans internally through commissioned loan officers and through loan applications generated through
existing customers and referrals.
Late in fiscal 2013, the Board commenced reevaluating the Companys portfolio lending strategy and in December 2012, formally established a commercial loan
department. In this
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.6

regard, the Company has determined to implement a program whereby it would increase the balance of loans receivable while also gradually restructuring the loan
portfolio to include a greater proportion of commercial mortgage loans. Clifton Bancorps objective is to provide a more diverse array of loan products to facilitate
growth and the Companys ability to compete. Moreover, commercial mortgage loans frequently have shorter repricing terms in comparison to the fixed rate mortgage
loans that comprise the majority of the loan portfolio and are thereby favorable from an interest rate risk perspective.
In view of the foregoing, management has developed and/or upgraded policies and procedures pertaining to the credit standards and the administration of
commercial loans. Moreover, Clifton Bancorp has employed two experienced commercial lenders to more fully develop the infrastructure required to undertake more
diversified lending, both from a credit administration and production perspective. The Companys intention is to continue to expand the commercial mortgage loan
portfolio in the future and plans to employ additional commercial loan officers and support staff, gradually over time, to execute this strategy.
The Companys cash, liquidity and securities portfolios consist of interest-earning deposits and intermediate-to long-term investment securities and MBS, the
majority of which are currently classified as held to maturity (HTM), in order to avoid the impact on GAAP capital of the erratic swings in market valuations of bonds.
Retail deposits have consistently served as the primary interest-bearing funding source. The Company has sought to increase the deposit base through
managements efforts to enhance the convenience of the branch office network (two branch offices have been established over the last five fiscal years) and through
competitive pricing and periodic promotions. The proportion of certificates of deposit (CDs) and savings and club accounts to total deposits equaled 70.4% and
20.3%, respectively, as of September 30, 2013, and comprise the two largest individual segments of the deposit base. As a result, demand accounts, including checking
and money market accounts, currently comprise a modest portion of the Companys deposit composition. Recently, the Bank implemented a strategy of pricing deposits
to achieve a controlled outflow of higher-rate non-core deposits, in an effort to decrease the level of higher costing CDs. Going forward, the Companys strategy is to
attract and retain core deposits, including growing checking accounts, primarily by offering competitive rates and providing a high level of service.
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
I.7
1.8

The Company utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk. FHLB advances constitute the
Companys principal source of borrowings, all of which have fixed rates. Over the last six months borrowings, increased (after several years of decline), as the Company
took out additional advances in order to provide supplemental funding of loans, as loan growth outpaced deposit growth.
The post-Offering business plan of the Company reflects the intent to continue to offer the products and services which have been the Companys emphasis in
recent years. In addition, Clifton Bancorp expects to gradually expand commercial mortgage lending over time. The increased capital from the Offering is expected to
facilitate additional balance sheet growth and enhanced profitability, as well as increase the Companys competitive posture and financial strength. In terms of specific
strategies, the Company plans to undertake the following key elements of its business plan on a post-Offering basis:



RP

Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS

Continue to Emphasize Residential Mortgage Lending. The Company will seek to continue to focus on residential mortgage lending activities which have
comprised the majority of the Companys lending to date. Coupled with the employment of relatively conservative underwriting guidelines and
maintenance of a very efficient cost-structure, the Company has been able to effectively limit its overhead costs, such that it can maintain profitability in an
inherently low margin business such as residential mortgage lending. Similarly, the ability to minimize credit-related losses has been an important factor in
the Companys profitability during a period when many regionally based community banks and thrifts were impacted by credit quality problems. The
Company will seek to originate residential mortgage loans through traditional means, while augmenting its origination capability through a variety of
alternative means, including Internet based mortgage loan marketers, broker sourced originations, and loan purchases.

Expand Multi-Family and Commercial Real Estate Lending. The Company will utilize the expertise of its seasoned commercial loan officers and the back
office support of the newly-established commercial loan department to expand commercial real estate and multi-family lending. The expansion in this area
of lending is in an attempt to diversify the loan portfolio, improve interest rate risk exposure, and increase the Companys presence in the local market area.
Although Clifton Bancorp intends to increase multi-family and commercial real estate lending, it will be done consistently with the Companys
conservative loan underwriting and credit administration standards.

Stockholder-focused management of capital coupled with opportunistic acquisitions . Maintaining a strong capital base is critical to support the Companys
long-range business plan, however, recognizing the high level of capital of Clifton Bancorp on a pro forma basis, management intends to manage the
capital position of the Company using appropriate capital management tools, in order to return excess capital to the stockholders, consistent with applicable
regulations and




Balance Sheet Growth Trends
Table 1.1 shows the Companys historical balance sheet data for the most recent five fiscal years ended March 31, 2013 and as of September 30, 2013. The
Companys growth characteristics can be separated into two phases. During the period from the end of fiscal 2009 through fiscal 2013, assets fluctuated, changing
modestly based on changes in the underlying balances of loans and invested assets. In contrast, total loans and assets increased by 21.4% and 6.6% respectively over the
six months ended September 30, 2013, reflecting the aforementioned Board mandated initiative to expand the loan portfolio by originating and purchasing 1-4 family
residential mortgage loans, primarily consisting of fixed rate and hybrid adjustable rate mortgage (ARM) loans. As a result of the foregoing, the loan portfolio balance
RP

Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
1.9

policies. The Company expects to continue stock repurchases after completion of the conversion subject to market conditions and regulatory restrictions
and intends to continue the payment of regular quarterly dividends. Additionally, following the Offering, management intends to review acquisition
opportunities that will enhance franchise value, further the Companys intended business strategy, and yield long-term financial benefits for Clifton
Bancorps stockholders. Currently, there are no plans or arrangements to acquire any financial institutions.

Increase Core Deposits. Over the past several years, Clifton Bancorp has focused on reducing the reliance on higher costing CDs, in order to reduce the
cost of funds. The Company will continue to concentrate on increasing the core deposit base of savings and transaction accounts by continuing existing
and/or implementing new marketing and promotional programs, emphasizing high quality service, gradually offering more online and mobile services to
current and prospective customers, and broadening business banking relationships with multi-family and commercial real estate lending customers.

Control Operating Expenses. The Company seeks to maximize organizational and operational efficiency by limiting product lines to core products which,
in turn, enhance the ability to limit management staffing and other overhead infrastructure. Thus, while yield-cost spreads are thin, and fee income
revenues are low in comparison to many peers, the Company benefits from a very low operating expense ratio and low credit losses.

Leverage Competitive Strengths to Attract and Retain Customers. The Companys competitive strengths are personalized, superior customer service,
extensive knowledge of the local markets and borrowers, and highly visible community activities. Management believes that the Company can leverage
these strengths to attract and retain customers. Furthermore, Clifton Bancorp plans to update existing technologies and implement new technologies to
enhance the customer experience and ultimately increase the efficiency of the Companys operations.
1.10

Table 1.1
Clifton Savings Bancorp, Inc.
Historical Balance Sheet Data


Sources: Clifton Savings Bancorps prospectus and audited and unaudited financial reports.
RP

Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS

As of
September 30, 2013

3/31/09-
9/30/13
Annual
Growth Rate
As of the Fiscal Year Ended March 31,
2009 2010 2011 2012 2013
Amount Pct(1) Amount Pct(1) Amount Pct(1) Amount Pct(1) Amount Pct(1) Amount Pct(1) Pct
($000) (%) ($000) (%) ($000) (%) ($000) (%) ($000) (%) ($000) (%) (%)
Total Amount of:
Assets $ 959,770 100.00 % $ 1,067,707 100.00 % $ 1,122,633 100.00 % $ 1,101,440 100.00 % $ 1,016,084 100.00 % $ 1,082,866 100.00 % 2.72 %
Loans receivable, net 468,500 48.81 % 477,516 44.72 % 441,746 39.35 % 436,833 39.66 % 456,812 44.96 % 554,450 51.20 % 3.81 %
Cash and cash equivalents 51,126 5.33 % 33,461 3.13 % 58,069 5.17 % 40,257 3.65 % 25,896 2.55 % 14,812 1.37 % -24.07 %
Investment securities (AFS) 10,037 1.05 % 15,062 1.41 % 10,002 0.89 % 45,071 4.09 % 5,004 0.49 % 0 0.00 % -100.00 %
Mortgage-backed securities
(AFS) 78,122 8.14 % 57,081 5.35 % 27,937 2.49 % 25,124 2.28 % 10,395 1.02 % 4,181 0.39 % -47.83 %
Investment securities (HTM) 74,997 7.81 % 159,969 14.98 % 233,428 20.79 % 167,784 15.23 % 119,916 11.80 % 139,948 12.92 % 14.87 %
Mortgage-backed securities
(HTM) 231,218 24.09 % 275,801 25.83 % 299,692 26.70 % 336,230 30.53 % 342,812 33.74 % 311,894 28.80 % 6.88 %

Total Investments and
MBS 394,374 41.09 % 507,913 47.57 % 571,059 50.87 % 574,209 52.13 % 478,127 47.06 % 456,023 42.11 % 3.28 %
FHLB stock 7,740 0.81 % 7,157 0.67 % 5,974 0.53 % 5,127 0.47 % 3,897 0.38 % 5,639 0.52 % -6.80 %
Bank-owned life insurance 21,948 2.29 % 22,835 2.14 % 26,715 2.38 % 27,577 2.50 % 35,499 3.49 % 36,017 3.33 % 11.64 %
Real estate owned 0 0.00 % 0 0.00 % 136 0.01 % 139 0.01 % 215 0.02 % 405 0.04 % NM
Deposits 633,582 66.01 % 758,152 71.01 % 837,385 74.59 % 826,275 75.02 % 763,692 75.16 % 791,387 73.08 % 5.07 %
FHLB advances 144,272 15.03 % 123,737 11.59 % 95,668 8.52 % 78,679 7.14 % 52,500 5.17 % 92,500 8.54 % -9.41 %
Stockholders equity 173,164 18.04 % 175,992 16.48 % 179,966 16.03 % 186,461 16.93 % 187,328 18.44 % 188,521 17.41 % 1.91 %
Shares Outstanding/Ownership
Percentages:
Public shares outstanding 9,940,849 37.19 % 9,606,321 36.39 % 9,345,490 35.76 % 9,346,380 35.76 % 9,374,894 35.83 % 9,456,282 36.03 %
MHC shares outstanding 16,791,758 62.81 % 16,791,758 63.61 % 16,791,758 64.24 % 16,791,758 64.24 % 16,791,758 64.17 % 16,791,758 63.97 %

Total shares outstanding 26,732,607 100.00 % 26,398,079 100.00 % 26,137,248 100.00 % 26,138,138 100.00 % 26,166,652 100.00 % 26,248,040 100.00 %
Tangible book value/share $ 6.48 $ 6.67 $ 6.89 $ 7.13 $ 7.16 $ 7.18
Loans/deposits 73.94 % 62.98 % 52.75 % 52.87 % 59.82 % 70.06 %
Banking offices 10 11 12 12 12 12
(1) Ratios are as a percent of ending assets.

which had been fluctuating in a relatively narrow range over the five fiscal years from 2009 to 2013 (i.e., from a low of $436.8 million to a high of $477.5 million)
increased to $554.5 million as of September 30, 2013.
Investment securities and MBS increased at a 3.3% annual rate since the end of fiscal 2009, but have diminished from a fiscal year end peak level of $574.2
million (52.1% of assets) for fiscal 2012. In view of the loan portfolio shrinkage experienced through fiscal 2012, which was the result of loan repayments exceeding the
level of originations/purchases, the Company redeployed excess investable funds into securities, primarily including government and agency securities and MBS. More
recently, in an attempt to increase overall yields and profitability, the Company has emphasized growth in the loan portfolio and shifting available funds from
investment securities into higher yielding loans, and the balance of investment securities and MBS has declined as a result.
The Companys assets are funded through a combination of deposits, borrowings and retained earnings. Deposits have historically comprised the majority of
funding liabilities, and increased at an annual rate of 5.1% since the end of fiscal 2009. Recent deposit growth has been primarily driven by core deposit accounts, as
management has been attempting to decrease reliance on higher costing CDs for cost and interest rate risk management purposes. Borrowings serve as an alternative
funding source for the Company to address funding needs for growth, as well as to support management of deposit costs and interest rate risk. From fiscal year end 2009
through September 30, 2013, borrowings decreased at an annual rate of 9.4%. The Companys utilization of borrowings reached a peak balance of $144.3 million, or
15.0% of assets, at fiscal year end 2009, and subsequently trended lower through fiscal 2013 to equal $52.5 million, or 5.2% of assets. Borrowings increased by $40.0
million over the six months ended September 30, 2013, to equal $92.5 million, or 8.5% of assets, as management funded a portion of the loan growth ($97.6 million)
with FHLB advances.
Equity increased at a 1.9% annual rate since the end of fiscal 2009, as equity growth provided by earnings more than offset the Companys capital management
strategies (i.e., dividends and share repurchases). The faster asset growth over the period covered in Table 1.1, resulted in a modest decline of the Companys capital
ratio from 18.0% at the end of fiscal 2009, to 17.4% as of September 30, 2013. Going forward, the post-Offering equity growth rate is expected to be impacted by a
number of factors including the higher level of capitalization, the reinvestment and leveraging of the Offering proceeds, the expense of the stock benefit plans and, the
potential impact of dividends and stock repurchases.
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Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
1.11

Loans Receivable
Loans receivable totaled $554.5 million, or 51.2% of total assets, as of September 30, 2013, and reflects 3.8% annual growth since the end of fiscal 2009. Over
this period, the Companys loan portfolio fluctuated from a low of $436.8 million in fiscal 2012 to a high of $554.5 million as of September 30, 2013. As noted
previously, the Company experienced a declining loan balance over the fiscal 2010 to fiscal 2012 period as interest rates declined to historically low levels, which
accelerated loan repayment rates to levels in excess of Clifton Bancorp origination/purchase volumes. As a result, the Company redeployed available funds into
investment securities during this period. During fiscal 2013, the Board and management took a more active approach to grow the loan portfolio in an effort to increase
profitability. Over the past 18 months, the Company hired additional staff, promoted certain members of the existing staff, and utilized additional loan brokers and other
third party sources such as internet marketers, and was able to grow loans up to a balance of $554.5 million as of September 30, 2013, an increase of $117.6 million
from the end of fiscal 2012.
Clifton Bancorps lending strategy has consistently reflected a very high concentration of 1-4 family first mortgage loans. The ratio of 1-4 family first mortgage
loans to total loans has consistently been above 90% of total loans. The Company has limited other lending primarily to multi-family and commercial real estate
mortgage loans, which are generally secured by a variety of small and mid-size apartment buildings and complexes that generally range from five to 45 units. At
September 30, 2013, multi-family and commercial real estate loans equaled 7.6% of total loans, which have grown in relation to total loans from 4.7% at fiscal year end
2009. Other areas of lending diversification for the Company at September 30, 2013 consisted of second mortgage loans and home equity loans (2.0% of total loans
versus 3.1% at fiscal year end 2009), residential construction loans (0.1% of total loans versus 0.2% at fiscal year end 2009), and consumer and other loans (0.2% of
total loans versus 0.3% at fiscal year end 2009).
The Companys mortgage lending emphasis is evidenced by the fact that 99.8% of the loan portfolio is secured by mortgage loans (including construction loans);
in contrast, consumer loans, consisting of passbook, certificate, and other loans, only comprised 0.2% of the loan portfolio. The Company typically does not offer
commercial business loans. As a
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Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
1.12

portfolio lender coupled with recent loan portfolio growth, Clifton Bancorp has increased its exposure to the interest rate risk presented by long term fixed rate loans,
particularly in recent years when interest rates have been at or near their historical lows.
Cash, Investments and Mortgage-Backed Securities
The intent of the Companys investment policy is to provide adequate liquidity, to generate a favorable return on excess investable funds, and to support the
established credit and interest rate risk objectives. The ratio of cash and investments (including MBS) has decreased from 46.4% of assets at the end of fiscal 2009 to
43.5% as of September 30, 2013. The decrease in the cash and investment portfolio in proportion to total assets is primarily attributable to the redeployment of funds
into higher yielding loans.
Investment securities, including MBS and government and agency securities, equaled $456.0 million, or 42.1% of total assets, as of September 30, 2013, while
cash and equivalents totaled $14.8 million or 1.4% of total assets (see Exhibit I-3 for the investment portfolio composition). Additionally, the Company has an
investment in FHLB stock of $5.6 million, or 0.5% of assets. The Companys investment securities are classified as available for sale (AFS) and HTM with balances
totaling $4.2 million and $451.8 million, respectively.
Recent trends in the composition of the Companys investment portfolio show a decrease in AFS securities and an increase in HTM securities. Unlike many other
financial institutions, the majority of the investment portfolio is in the HTM category to avoid the erratic swings in market valuations of bonds, therefore providing
greater stability in the Companys GAAP equity position. At the same time, the market values of the securities portfolio, including the underlying gains and losses
relative to the historical cost basis are disclosed in both regulatory and securities filings and thus, are relatively transparent to both the regulatory and investor
community.
No major changes to the composition and practices with respect to the management of the investment portfolio are anticipated over the near term, except that the
level of cash and investments is anticipated to increase initially following the Second Step Conversion. Over the longer term, it is the Companys desire to leverage the
proceeds with loans to a greater extent than investment securities, but achievement of this objective will be dependent upon numerous factors, including loan demand,
the competitive environment, and the interest rate environment. Management has indicated that leveraging of the expanded equity base by utilizing investment securities,
including MBS, will continue to be evaluated based on market conditions, profitability, interest rate risk and other similar considerations.
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Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
1.13

Bank-Owned Life Insurance
As of September 30, 2013, bank-owned life insurance (BOLI) totaled $36.0 million , which reflects growth since the end of fiscal 2009 owing to increases in
the cash surrender value of the policies. The balance of BOLI reflects the value of life insurance contracts on selected members of the Companys management and has
been purchased with the intent to offset various benefit program expenses on a tax-advantaged basis. The increase in the cash surrender value of the BOLI is recognized
as an addition to other non-interest income.
Funding Structure
Since fiscal year end 2009, deposits have grown at a 5.1% annual rate, and the composition has changed modestly as the Company has strived to increase savings
and transaction accounts and reduce reliance on time deposits. The Banks current strategy has been to price CDs such that the cost is minimized, within market
constraints, while growth in core transaction and savings accounts is emphasized.
As a result of the foregoing actions, the composition of CDs to total deposits has gradually decreased from 78.1% to 70.4% from March 31, 2011 through
September 30, 2013. As of September 30, 2013, the Companys remaining deposits consisted of savings and club accounts (20.3% of total deposits) and demand
accounts (9.3% of total deposits). Over the six months ended September 30, 2013, the Companys deposits increased by $27.7 million, which was largely due to
promotional rates on passbook accounts offered at two of the Companys newest branch locations. In the future, management is considering other marketing initiatives
including the potential offering of a high yield checking deposit account with a linked savings account (with third party support) in an effort to bring in new customers
and expand the core deposit base. However, the beneficial impact to the Companys cost of funds may be diminished if the offered deposit rate required to attract new
customers is materially higher than the yield offered on the Companys other core deposit account products.
As of September 30, 2013, borrowed funds totaled $92.5 million, representing 8.5% of total assets. The Companys recent increase in the balance of borrowed
funds is the result of loan growth outpacing the growth in deposits, therefore requiring additional funds to support the increasing loan portfolio. Given the recent
environment, the Company has been utilizing fixed rate advances for earnings and interest rate risk management purposes.
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OVERVIEW AND FINANCIAL ANALYSIS
1.14

The Companys current posture on funding with borrowings is to use such funds: (1) when they are priced attractively relative to deposits; (2) to lengthen the
duration of liabilities; (3) to enhance earnings when attractive arbitrage opportunities arise; and, (4) to generate additional liquid funds, if required.
Equity
As of September 30, 2013, Clifton Bancorps stockholders equity totaled $188.5 million, or 17.4% of assets. Since fiscal 2009, the Companys equity base has
increased consistently at a modest pace, as the retention of earnings through profitable operations was only partially offset by the capital management strategies
implemented by the Company (dividends and share repurchases).
The Company maintained surpluses relative to its regulatory capital requirements at September 30, 2013, and was qualified as a well capitalized institution. The
Offering proceeds will serve to further strengthen the Companys regulatory capital position and support the Companys strategies going forward. As discussed
previously, the post-Offering equity growth rate is expected to be impacted by a number of factors including the higher level of capitalization, the reinvestment of the
Offering proceeds, the expense of the stock benefit plans and the potential impact of dividends and stock repurchases. Additionally, the ability to increase equity will be
dependent upon the ability of Clifton Bancorp to execute a business plan focused on balance sheet and earnings growth realized through modest diversification of the
loan portfolio, funds raised through the branch network, competitive rates, and potential acquisitions.
Income and Expense Trends
Table 1.2 shows the Companys historical income statements for the past five fiscal years, as well as for the most recent twelve month period through
September 30, 2013. The Company has consistently maintained profitable operations, experiencing a favorable earnings trend for the fiscal 2009 to fiscal 2011 period,
while the Companys earnings declined from fiscal 2011 through the most recent twelve month period through September 30, 2013. The foregoing earnings pattern was
largely the result of underlying changes in the net interest margin which increased through fiscal 2011, while subsequently trending downward. Over the most recent
twelve month period, margin compression was the primary factor for a decline in earnings, but higher provisions for loan losses and higher operating expenses were also
contributing factors.
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Financial, LC.

OVERVIEW AND FINANCIAL ANALYSIS
1.15
I.16

Table 1.2
Clifton Savings Bancorp, Inc.
Historical Income Statements


Sources: Clifton Savings Bancorps prospectus and audited and unaudited financial reports.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
As of the Fiscal Year Ended March 31, 12 Months Ended
September 30, 2013 2009 2010 2011 2012 2013
Amount Pct (1) Amount Pct (1) Amount Pct (1) Amount Pct (1) Amount Pct (1) Amount Pct (1)
($000) (%) ($000) (%) ($000) (%) ($000) (%) ($000) (%) ($000) (%)
Interest income $ 44,401 4.84 % $ 44,956 4.43 % $ 44,940 4.03 % $ 41,074 3.65 % $ 35,393 3.37 % $ 33,360 3.19 %
Interest expense (25,939 ) -2.83 % (22,966 ) -2.26 % (19,245 ) -1.73 % (16,149 ) -1.44 % (11,837 ) -1.13 % (10,365 ) -0.99 %

Net interest income $ 18,462 2.01 % $ 21,990 2.17 % $ 25,695 2.30 % $ 24,925 2.21 % $ 23,556 2.25 % $ 22,995 2.20 %
Provision for loan losses (260 ) -0.03 % (433 ) -0.04 % (102 ) -0.01 % (247 ) -0.02 % (762 ) -0.07 % (1,006 ) -0.10 %

Net interest income after
provisions $ 18,202 1.98 % $ 21,557 2.12 % $ 25,593 2.29 % $ 24,678 2.19 % $ 22,794 2.17 % $ 21,989 2.10 %
Other operating income $ 1,150 0.13 % $ 1,136 0.11 % $ 1,107 0.10 % $ 1,078 0.10 % $ 1,136 0.11 % $ 1,228 0.12 %
Operating expense (11,852 ) -1.29 % (13,250 ) -1.30 % (13,814 ) -1.24 % (13,539 ) -1.20 % (13,911 ) -1.33 % (14,405 ) -1.38 %

Net operating income $ 7,500 0.82 % $ 9,443 0.93 % $ 12,886 1.16 % $ 12,217 1.09 % $ 10,019 0.95 % $ 8,812 0.84 %
Net gain/(loss) on disposal/sale
of fixed assets $ 0.00 % $ 0.00 % $ 327 0.03 % $ (9 ) 0.00 % $ (3 ) 0.00 % ($ 3 ) 0.00 %
Net gain/(loss) on write-down
of land for sale 0.00 % 0.00 % (397 ) -0.04 % (156 ) -0.01 % (99 ) -0.01 % 0 0.00 %
Net gain/(loss) on
extinguishment of debt 0.00 % 0.00 % 0.00 % 0.00 % (527 ) -0.05 % 0 0.00 %
Net gain/(loss) on sale of
securities 0.00 % 0.00 % 872 0.08 % 0.00 % 647 0.06 % 566 0.05 %

Total non-operating income/
(expense) $ 0.00 % $ 0.00 % $ 802 0.07 % $ (165 ) -0.01 % $ 18 0.00 % $ 563 0.05 %
Net income before tax $ 7,500 0.82 % $ 9,443 0.93 % $ 13,688 1.23 % $ 12,052 1.07 % $ 10,037 0.96 % $ 9,375 0.90 %
Income taxes (2,364 ) -0.26 % (3,146 ) -0.31 % (4,876 ) -0.44 % (4,175 ) -0.37 % (3,427 ) -0.33 % (3,180 ) -0.30 %

Net income (loss) $ 5,136 0.56 % $ 6,297 0.62 % $ 8,812 0.79 % $ 7,877 0.70 % $ 6,610 0.63 % $ 6,195 0.59 %
Estimated Core Net Income
Net income $ 5,136 0.56 % $ 6,297 0.62 % $ 8,812 0.79 % $ 7,877 0.70 % $ 6,610 0.63 % $ 6,195 0.59 %
Addback/(deduct): Non-
recurring (income)/expense 0.00 % 0.00 % (802 ) -0.07 % 165 0.01 % (18 ) 0.00 % (563 ) -0.05 %
Tax effect (2) 0.00 % 0.00 % 321 0.03 % (66 ) -0.01 % 7 0.00 % 225 0.02 %

Estimated core net income $ 5,136 0.56 % $ 6,297 0.62 % $ 8,331 0.75 % $ 7,976 0.71 % $ 6,599 0.63 % $ 5,857 0.56 %
Average diluted shares
outstanding 26,178,692 25,947,037 25,586,694 25,625,250 25,769,538 25,968,501
Reported earnings per share $ 0.20 $ 0.24 $ 0.34 $ 0.31 $ 0.26 $ 0.24
Adjusted earnings per share $ 0.20 $ 0.24 $ 0.33 $ 0.31 $ 0.26 $ 0.23
Memo:
Efficiency ratio (3) 60.43 % 57.29 % 51.54 % 52.07 % 56.34 % 59.47 %
Effective tax rate 31.52 % 33.32 % 35.62 % 34.64 % 34.14 % 33.92 %
Return on average equity 3.01 % 3.60 % 4.97 % 4.30 % 3.54 % 3.30 %
(1) Ratios are as a percent of average assets.
(2) Assumes a marginal tax rate of 40%.
(3) Efficiency ratio calculated as operating expenses divided by the sum of net interest income before provisions for loan losses plus other income (excluding net gains).
I.17

Overall, net income ranged from a high of $8.8 million (0.79% of average assets) in fiscal 2011 to a low of $5.1 million (0.56% of average assets) in fiscal 2009
and equaled $6.2 million (0.59% of average assets) for the twelve months ended September 30, 2013. Clifton Bancorps core earnings, i.e., net income excluding net
non-operating items on a tax effected basis, reflects a similar trend, ranging from a high of $8.3 million (0.75% of average assets) in fiscal 2011 to a low of $5.1 million
(0.56% of average assets) in fiscal 2009 and equaling $5.9 million (0.56% of average assets) for the twelve months ended September 30, 2013.
Net Interest Income
Over the period from fiscal 2009 to fiscal 2011, net interest income steadily increased as the Companys spreads improved as funding costs diminished more
rapidly than asset yields. Conversely, since the end of fiscal 2011, Clifton Bancorps net interest income has diminished as the balance of interest-earning assets trended
downward through the end of fiscal 2013. Over this timeframe, the Companys yield-cost spreads were substantially unchanged, equal to 2.13% and 2.18% in fiscal
2012 and 2013, respectively, and equal to 2.17% for the six months ended September 30, 2013, as shown in Exhibit I-4. Following the Second Step Conversion, the
Offering proceeds should increase net interest income, but have a limited impact on the Companys overall spreads.
The impact of declining interest rates is more fully evidenced in the detailed financial data shown in Table 1.2, as interest income diminished from $44.4 million
(4.84% of average assets) in fiscal 2009 to $33.4 million (3.19% of average assets) for the twelve months ended September 30, 2013. Over the corresponding timeframe,
the Companys interest expense diminished, from $25.9 million in fiscal 2009 (2.83% of average assets) to $10.4 million (0.99% of average assets) for the twelve
months ended September 30, 2013. Overall, recent trends with regard to net interest income have been unfavorable as net interest income peaked at a level of $25.7
million (2.30% of average assets) in fiscal 2011, and has subsequently declined to $23.0 million, or 2.20% of average assets for the twelve months ended September 30,
2013. Importantly, the Companys spreads remain thin, which is reflective of the low margins inherent in its core business (i.e., funding residential mortgage loans and
investment securities primarily with CD deposits and, to a lesser extent, borrowings).
Several factors may impact the Companys future spreads and net interest income. First, the benefit of declining funding costs appears to be diminishing as the
overall cost of funds
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.18

equaled 0.99% for the twelve months ended September 30, 2013, and the potential for further improvement is limited. At the same time, the new emphasis on
commercial real estate and multi-family lending is being undertaken, in part, to increase the average loan yields. Lastly, the completion of the Second Step Conversion
will have a dual benefit of providing the Company with additional interest-free funds to reinvest, while over the longer term, the Company has indicated the intent to use
the additional equity to support modest balance sheet growth, including expansion of interest-earning assets at a positive spread.
Loan Loss Provisions
For the twelve months ended September 30, 2013, loan loss provisions totaled $1.0 million, or 0.10% of average assets, which is at an elevated level in
comparison to the past recorded provisions since fiscal 2009. The recent increase in provisions is largely due to recent growth in the loan portfolio, including growth in
both the 1-4 family residential portfolio, as well as the multi-family and commercial mortgage portfolios which have been recently targeted for expansion. Additionally,
there has been a modest increase in non-performing assets (NPAs) and loan charge-offs, which have been contributing factors leading to the higher loan loss
provisions. Importantly, while NPAs have recently increased for Clifton Bancorp, they remain at modest levels relative to regional peer averages. Going forward, the
Company will continue to evaluate the adequacy of the level of general valuation allowances (GVAs) on a regular basis, and establish additional loan loss provisions
in accordance with the Companys asset classification and loss reserve policies. Exhibit I-5 sets forth the Companys loan loss allowance activity during the review
period.
Non-Interest Income
Consistent with the Companys adherence to a traditional thrift operating strategy and resulting limited diversification, sources of non-interest operating income
have been a very minor contributor to earnings. Throughout the period shown in Table 1.2, non-interest operating income has been maintained at relatively low levels,
ranging from a low of 0.10% of average assets (fiscal 2011 and 2012) to a high of 0.13% of average assets (fiscal 2009), and equaling 0.12% of average assets for the
twelve months ended September 30, 2013. Sources of non-interest operating income consist substantially of fees and service charges generated from the Companys
retail banking activities and through the BOLI investments. Since the Company is a portfolio lender, it does not earn secondary marketing or servicing income and loan
fees such as late payment charges are limited, owing to the high credit quality of the portfolio.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.19

Operating Expenses
The Companys operations are characterized by a very low operating expense ratio due to a relatively large average branch size, limited loan products, and
traditional focus on funding with CDs and borrowings which entail a limited non-interest cost to acquire and service. The Company has been effective in limiting the
growth in expenses, notwithstanding the addition of two branch offices from fiscal 2009 to fiscal 2011, as total operating expenses increased by approximately $2.6
million from the end of fiscal 2009 through the twelve months ended September 30, 2013, from a level of $11.9 million (1.29% of average assets) to $14.4 million
(1.38% of average assets). Over the most recent twelve month period, operating expenses increased primarily due to the increase in compensation expense, mainly as a
result of cost increases associated with the expansion of Clifton Bancorps lending operations. Specifically, Clifton Bancorp sought to increase loan originations in 1-4
family mortgage lending, which required both originators and processors. Additionally, the formal establishment of a commercial loan department, which entailed the
employment of not only senior loan officers, but related support personnel to manage loan processing and administration in the commercial lending function, also
increased the Companys operating costs.
Operating expenses are expected to increase on a post-Offering basis as a result of the expense of the additional stock-related benefit plans. At the same time,
Clifton Bancorp will seek to offset anticipated growth in expenses from a profitability standpoint through balance sheet growth and by reinvestment of the Offering
proceeds into investment securities over the near term (following the Second Step Conversion) and into loans over the longer term. Additionally, the Company will
continue to control its operating expenses, particularly since its thrift operating strategy limits the level of net interest and non-interest fee income. Specific ways that the
Company may seek to limit the growth in operating expenses include, but are not limited to, evaluating the branch and personnel structure and analyzing outsourcing
opportunities for potential cost savings.
Non-Operating Income/Expense
Non-operating income and expenses have typically had a limited impact on earnings since the end of fiscal 2009. The Company reported $563,000 of non-
operating income for the twelve months ended September 30, 2013, which largely resulted from a net gain on the sale of securities of $566,000, partially offset by a
$3,000 loss on the disposal of fixed assets. Likewise, net non-operating income and expense was at modest levels in the fiscal 2011 to the fiscal 2013 period.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.20

Taxes
The Companys effective tax rate has been generally consistent over the last five and a half fiscal years in a range of 32% to 36% and equaled 33.9% for the
twelve months ended September 30, 2013. The Company is subject primarily to federal taxation. While the state of New Jersey does impose a corporate income tax,
Clifton Bancorp created Botany, a passive investment company, as permitted by New Jersey law, which has reduced the Companys state corporate income tax
liability.
Efficiency Ratio
The Companys efficiency ratio increased over the last twelve months largely owing to reduction of the net interest margin, which is attributable to both
continued spread compression as well as increasing operating expenses. Specifically, the efficiency ratio diminished from 60.4% in fiscal 2009 to 51.5% in fiscal 2011,
and subsequently increased to 59.5% for the twelve months ended September 30, 2013. On a post-Offering basis, the efficiency ratio may show some improvement from
the benefit of reinvesting the proceeds from the Offering. However, a portion of the benefit is expected to be offset by the increased expense of the stock benefit plans.
Interest Rate Risk Management
The primary aspects of the Companys interest rate risk management include:







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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
Seeking to originate shorter term fixed rate mortgage loans (i.e., maturities of 15 years or less) or hybrid ARM loans whenever possible;
Maintaining an investment portfolio, comprised of high quality, liquid securities, many of which have short-to intermediate-term maturities;
Promoting transaction accounts within the competitive and market constraints;
Utilizing fixed rate borrowings to increase the average duration of the liability funding base;
Maintaining a strong capital level;
Maintaining low operating expenses; and,
Limiting investment in fixed assets and other non-earning assets, particularly by maintaining very strong credit quality.
I.21

Importantly, the Companys primary lending strategy is focused on residential mortgage lending for portfolio where demand is limited to fixed rate loans in the
current market environment. Accordingly, there is an inherent mismatch in the duration of loans and the funding liabilities at this point in time. Thus, the Companys
balance sheet is liability-sensitive in the short-term (less than one year) and, thus, the net interest margin will be adversely affected during periods of rising and higher
interest rates.
The Company retains an independent consulting firm which specializes in asset and liability management to complete quarterly interest rate risk reports. The firm
uses a combination of analyses in report format to facilitate the monitoring of the Companys exposure to changing interest rates. The interest rate risk report as of
September 30, 2013, reflects that the Companys net portfolio value (NPV) would decline by 31.74% pursuant to a 200 basis point increase in interest rates, and
increase by 12.07% pursuant to a 100 basis point decrease in interest rates (see Exhibit I-6). Overall, the projected impact to the Companys NPV suggests that the
Companys exposure to rising interest rates up to a 200 basis point rate shock is relatively significant, while we believe a reduction in rates is highly unlikely given that
short-term rates are near zero in the current environment. At the same time, the Companys interest rate risk exposure is mitigated to an extent by Clifton Bancorps high
capital ratio, on both a pre- and post-shock basis.
The infusion of stock proceeds will serve to further limit the Companys interest rate risk exposure, as most of the net proceeds will be redeployed into interest-
earning assets and the increase in the Companys capital position will lessen the proportion of interest rate sensitive liabilities funding assets.
Lending Activities and Strategy
Historically, the Companys lending activities have been focused primarily on residential mortgage lending, and to a lesser extent on multi-family and
commercial mortgage, consumer and, construction lending. It is managements intent to further diversify the loan portfolio in the coming years by increasing
commercial real estate and multi-family lending through the recently established commercial loan department and an increase in commercial staff. Details regarding the
Companys loan portfolio composition and characteristics are included in Exhibits I-7, I-8, and I-9. As of September 30, 2013, the components of the loan portfolio were
as follows:
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.22




Residential Lending
As of September 30, 2013, the majority of the residential mortgage loans were fixed rate mortgages, with original maturities ranging from 15 to 30 years. The
Company originates both fixed rate and adjustable rate 1-4 family mortgage loans for portfolio. The Company offers fixed rate loans with terms of either 15, 20, or 30
years. The ARM loans are based on a 30 year amortization schedule and are generally hybrid loans with an initial period of fixed rates for either a 1, 5, 7, or 10 year
period and subject to annual repricing thereafter, indexed to the one-year or three-year Constant Maturity Treasury Bill Index, plus a rate typically equal to 2.75%. The
maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate cap is generally 6% over
the initial interest rate of the loan.
The Company originates 1-4 family mortgage loans up to a loan-to-value (LTV) ratio of 90% (except for special programs outlined below), with private
mortgage insurance (PMI) or additional collateral being required for loans in excess of an 80% LTV ratio. Generally, the Company makes loans in excess of an 80%
LTV ratio only when secured by first liens on owner-occupied, 1-4-family residences. The majority of 1-4 family mortgage loans have been originated or purchased by
the Company and are secured by residences in the local market area.
In an effort to provide financing for low-and-moderate-income first-time buyers, the Company offers a first-time home buyers program, where residential
mortgage loans are offered to qualified individuals and originated using modified underwriting guidelines. All of these loans have PMI on the portion of the principal
amount that exceeds 80% of the appraised value of the property at origination. Clifton Bancorp also offers a program targeted at low-and- moderate income mortgagors,
and for properties located within a low-or moderate-income geography. The Company offers residential mortgage loans through this program also using modified
underwriting guidelines with mortgage insurance on the portion of the principal amount that exceeds 80% of the appraised value of the property at origination.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS

Permanent 1-4 family first mortgage loans secured by residential properties totaled $501.3 million, or 90.2% of total loans, thus comprising the majority of
the loan portfolio;
Multi-family and commercial mortgages totaled $42.0 million, or 7.6% of total loans;
Consumer loans, including second mortgages and HELOCS, totaled $11.8 million, or 2.1% of total loans; and,
Construction loans totaled $522,000, or 0.1% of total loans.
I.23

Generally, the Companys 1-4 family mortgage loans are secured by owner-occupied properties. The Company does lend to borrowers for second homes, but
generally charges 25 basis points more than the rate on primary residences and limits the maximum LTV ratio on a mortgage for a borrowers second home to 80%. For
1-4 family mortgage loans secured by investor-owned properties, the Company typically charges a 50 basis point premium above the rate charged for loans secured by
owner-occupied, 1-4 family properties and the LTV ratio is limited to 75%. Less than 5% of the 1-4 family loan portfolio consists of non-owner occupied properties.
Multi-Family and Commercial Real Estate Lending
As of September 30, 2013, multi-family and commercial real estate loans together equaled $42.0 million (7.6% of loans) and were generally secured by a variety
of small and mid-size apartment buildings and complexes that generally range from five to 45 units within the primary market area. Multi-family and commercial real
estate fixed rate loans are originated for fixed-terms of up to 20 years and adjustable rate loans are originated for initial adjustment periods of up to 10 years based on an
amortization schedule of up to 30 years. These loans may be made in amounts of up to 80% of the appraised value of the property and are offered with interest rates that
are fixed or adjust periodically. These loans are generally indexed to the one-year, five-year, or ten-year Constant Maturity Treasury Bill Index plus a rate typically equal
to 3.00%.
As previously described, the Board commenced reevaluating the Companys portfolio lending strategy during fiscal 2013, and in December 2012, formally
established a commercial loan department. In this regard, the Company has determined to implement a program whereby it would increase the balance of loans
receivable while also gradually restructuring the loan portfolio to include a greater proportion of multi-family and commercial mortgage loans. Clifton Bancorps
objective is to provide a more diverse array of loan products to facilitate growth and the Companys ability to compete. Loans originated under the revamped
commercial loan department are expected to include owner and non-owner occupied commercial mortgage loans secured by local business, retail, and mixed use
properties. Future growth of the portfolio may also be dependent upon market demand and the ability of Clifton Bancorp to add additional loan officers and supporting
infrastructure.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.24

Construction Loans
Construction lending is a limited component of the loan portfolio, totaling $522,000, or 0.1% of the loan portfolio as of September 30, 2013. The Company
originates loans to finance the construction of residential dwellings through construction/permanent loans for the construction of 1-4 family homes to be occupied by the
borrower. These construction loans tend to shorten the average duration of assets and support asset yields. Construction loans generally have a maximum LTV ratio of
70%. Construction loans have not been a strategic emphasis for the Company and have primarily been offered as a convenience to existing customers.
Non-Mortgage Lending
Consumer loans primarily consist of second mortgage and home equity loans, which totaled approximately $11.0 million, or 2.0% of total loans as of
September 30, 2013. The remaining balance of consumer loans consisted of loans secured by passbook or certificate accounts and other loans, totaling $0.9 million,
equal to 0.2% of total loans.
Second mortgage loans and home equity loans are included in the consumer loan balance and are offered with combined LTV ratios up to 80%. Second mortgage
loans are offered with terms of 5 to 20 years and are charged higher rates for longer term loans. Home equity loans are originated with a 15 year draw period and 20 year
payment period.
Origination, Purchasing, and Servicing of Loans
The largest segment of the Companys loan origination and purchase volume has historically consisted of 1-4 family residential mortgage loans consistent with
the composition of the loan portfolio as previously discussed. Residential mortgage loan originations come from a number of sources, including direct solicitation by the
Companys loan originators, advertising, referrals from customers, and personal contacts by the Companys staff. The Company also utilizes technology to originate
loans through internet mortgage loan marketers. Late in fiscal 2013, Clifton Bancorp targeted an increase in the 1-4 family residential mortgage portfolio to be achieved
through increased staffing (both originators and support staff) and more competitive pricing and origination volumes increased as a result. In this regard, loan
originations for the six months ended September 30, 2013, totaled $83.9 million ($167.9 million annualized), as compared to a range of $60 million to $107 million for
the prior three fiscal years.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.25

In addition to internal originations, the Company purchases real estate loans on properties located primarily within the state of New Jersey. Loan purchase activity
has also increased in recent years as the Company sought to stem the decline in the loan portfolio in fiscal 2011 and 2012, and then targeted to increase the loan portfolio
at the end of fiscal 2013. As a result, loan purchases have increased from $20.1 million and $47.3 million in fiscal 2012 and 2013, respectively, to $49.6 million ($99.1
million on an annualized basis) for the six months ended September 30, 2013. Each purchased loan is subject to the same guidelines established for the Companys own
origination process and every loan file purchased is reviewed.
Exhibit I-10 provides a summary of the Companys lending activities over the past five and a half fiscal years. Originations and purchases of 1-4 family first
mortgage loans have continually dominated the Companys lending activities.
Asset Quality
Historically, the Companys credit quality measures have implied very limited credit risk exposure, given the focus on 1-4 family permanent mortgage loans and
stringent underwriting. Over the past five and a half fiscal years, Clifton Bancorps balance of NPAs has trended upward, from $1.3 million, or 0.14% of assets in fiscal
2009 to $5.4 million, or 0.50% of assets as of September 30, 2013 (see Exhibit I-11 for details with respect to the Companys asset quality). The ratio of allowances to
total loans has also increased from 0.36% to 0.53% over the same time period. (See Exhibit I-5 for details with respect to the Companys valuation allowances and loan
charge-offs).
The balance of NPAs have increased modestly as the Company amended its nonaccrual policy to expand the classification of nonaccrual loans to include loans
that were previously 90 days or more delinquent until there is a sustained period of repayment performance (generally 6 months) in fiscal 2012. However, the overall
level of NPAs remains low and loan charge-offs have been limited, reflective of Clifton Bancorps low credit risk lending strategy.
The Companys management reviews and classifies loans on a monthly basis and establishes loan loss provisions based on the overall quality, size, and
composition of the loan portfolio, as well as other factors such as historical loss experience, industry trends, and local real estate market and economic conditions.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.26

Enterprise Risk Management and Capital Planning
During fiscal 2012, the Company employed an Enterprise Risk Officer to monitor and enhance the quality of the risk management process throughout the Bank
and the Company, with oversight provided by the Enterprise Risk Management (ERM) Committee of the Board of Directors. In this regard, the Board has
implemented a formal ERM Program to better position the Company to identify and understand Clifton Bancorps unique risk profile, set risk tolerance limits, and
assess strategic choices on an ongoing basis for consistency with the Boards risk appetite in the context of its strategic and capital planning process.
The ERM Program of the Company includes an Enterprise Risk Assessment (ERA) process to identify and evaluate risks. These key risks were assessed and
categorized into one or more of the Clifton Bancorp defined risk categories (Capital, Business Model, Strategic Initiatives, Corporate Governance, Growth, Earnings,
Human Capital and Compensation, Sustainability, Credit, Interest Rate, Liquidity, Price/Market, Operational, Compliance, Concentration and Reputation), providing
management and the Board with a portfolio view of risks.
In June 2013, Clifton Bancorp also adopted a Capital Plan for fiscal years 2014-2016, which considers four scenarios (baseline three year performance model,
credit deterioration stress test, interest rate risk stress test, and adverse liquidity event stress test) and a contingency plan for recovery. The Capital Plan establishes
minimum capital ratios of 9% tier 1 leverage and 12% total risk based capital. Likewise, the Bank has adopted a Liquidity Contingency Plan, which established goals for
liquidity and contingency plans should liquidity fall below minimum pre-established targets.
Funding Composition and Strategy
As of September 30, 2013, deposits totaled $791.4 million (see Exhibit I-12). Recently, core deposits have accounted for the growth in the deposit portfolio
attracted primarily through promotional rate offerings. The Company has also strategically been pricing deposits to allow for the controlled outflow of higher costing
CDs and other non-core deposit funds. Specifically, deposits grew by 3.6% from the end of fiscal 2013 to September 30, 2013, with all of the growth in core deposits
(including demand, savings, and club accounts), which expanded by 18.2% over the corresponding timeframe. As of September 30, 2013, the Companys balance of
CDs equaled $556.9 million, or 70.4% of the Companys deposits, and the majority of CDs have remaining maturities of one year or less (see Exhibit I-13). Jumbo CDs
(balances of $100,000 or more) equaled $218.1 million, or 39.2% of total CDs. The Company does not hold any brokered CDs.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
I.27

As of September 30, 2013, savings and club accounts totaled $160.8 million, which approximated 20.3% of the deposit portfolio. The remaining core accounts
consisting of interest bearing and non-interest bearing checking accounts and money market accounts, totaling $73.6 million, or 9.3% of the deposit portfolio as of
September 30, 2013.
Borrowings have been utilized primarily as a supplemental funding source to fund lending activity and liquidity. As of September 30, 2013, the Companys
borrowings totaled $92.5 million, equal to 8.5% of total assets, consisting of fixed rate FHLB advances. Borrowed funds have been employed both as a liquidity
management tool to bolster funds when deposits fall short of the Companys requirements and also as an interest rate risk management tool. Exhibit I-14 provides details
of the Companys use of borrowed funds as of September 30, 2013.
Subsidiaries
Presently, the Bank is the only subsidiary of Clifton Bancorp. The Bank currently has one wholly-owned subsidiary, Botany, Inc., which operates as the Banks
PIC, which exempts it from New Jersey income tax under current law and whose business consists solely of holding investment and MBS.
Legal Proceedings
As of September 30, 2013, the Company is not currently involved in any litigation which is expected to have a material impact on the Companys financial
condition or operations.
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Financial, LC. OVERVIEW AND FINANCIAL ANALYSIS
II.1

II. MARKET AREA ANALYSIS
Introduction
Clifton Savings Bank was established in 1928 and currently serves the northeastern area of New Jersey. Over the years the Company has grown to a 12-branch
operation, with full-service locations in Passaic and Bergen Counties. In addition, the Company delivers its banking products and services through alternative delivery
mechanisms including the Internet, a telephone call center and 10 ATMs. The Companys main office in Clifton is located approximately 15 miles west of New York
City. The Companys headquarters and all of its branches are located within the New York metropolitan statistical area (MSA). The Companys branch banking
locations are located in Passaic and Bergen Counties, while lending operations have encompassed a greater area of northeast New Jersey focused in Essex, Morris,
Hudson, and Union Counties, but extending throughout the entire state, on a limited basis. A map showing the Companys office coverage is set forth below and details
regarding the Companys offices are set forth in Exhibit II-1.


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Financial, LC. MARKET AREA ANALYSIS
II.2

The New York MSA is the nations largest metropolitan area in terms of total population. Based on 2012 census data, the MSA population was estimated at 19.8
million. At the same time, the two counties served by the Companys branches had a total population of approximately 1.4 million. The economy in the Companys
market area is primarily oriented to the service, manufacturing, medical, and retail industries. With operations in densely populated metropolitan areas, the Companys
competitive environment includes a significant number of thrifts, commercial banks and other financial services companies, some of which have a regional or national
presence. The regional economy is highly diversified and tends to parallel trends in the broader national economy.
The New York MSA had an estimated gross product of $1.28 trillion in 2010, making it the largest regional economy in the United States. New York Citys
economy is a hub for the economy over the more expansive Tri-State area. Focused in Manhattan, in lower New York City is the financial capital of the world alongside
London and is home to the New York Stock Exchange (NYSE), the worlds largest stock exchange by market capitalization of its listed companies. The New York
area is also distinctive for its high concentrations of advanced service sector firms in fields such as law, accountancy, banking and management consultancy.
Bordering New York in northern New Jersey are Passaic and Bergen Counties, where the Banks branch network is situated. Bergen County is located at the
northeastern corner of the state and is bordered to the west by Passaic County. As counties surrounding the New York MSA, the regional market area includes a large
commuter population with jobs in New York City and other areas in northern New Jersey, as well as across the Tri-State area.
National Economic Factors
The business potential of a financial institution is partially dependent on the future operating environment and growth opportunities for the banking industry and
the economy as a whole. The national economy experienced a severe downturn during 2008 and 2009, as the fallout of the housing crisis caused the wider economy to
falter, with most significant indicators of economic activity declining by substantial amounts. The overall economic recession was the worst since the great depression of
the 1930s. Approximately 8 million jobs were lost during the recession, as consumers cut back on spending, causing a reduction in the need for many products and
services. Total personal wealth declined notably due to the housing crisis and the drop in real estate values. As measured by the nations gross domestic product
(GDP), the recession officially ended in the fourth quarter of 2009, after the national GDP expanded for two
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Financial, LC. MARKET AREA ANALYSIS

consecutive quarters (1.7% annualized growth in the third quarter of 2009 and 3.8% annualized growth in fourth quarter of 2009). The economic expansion has
continued since that date, with GDP growth of 2.2% for calendar year 2012, which slowed slightly to an average of 1.8% for the first half of 2013. Notably, a large
portion of GDP growth during 2009 through the second half of 2013 was generated through federal stimulus programs, bringing into question the sustainability of the
recovery without government support.
For 2012, the national inflation rate averaged a lower annual rate of 2.07% and through the nine months ended September 2013 averaged an even lower rate of
1.54%. Indicating a level of improvement, the national unemployment rate equaled 7.3% as of August 2013, a moderate decline from 8.1% as of August 2012, but still
high compared to the long term historical average. There remains uncertainty about the near term future, particularly in terms of the speed at which the economy will
recover, the impact of the housing crisis on longer term economic growth, and the near-term future performance of the real estate industry, including both residential and
commercial real estate prices, all of which have the potential to impact future economic growth. The current and projected size of government spending and deficits also
has the ability to impact the longer-term economic performance of the country.
The major stock exchange indices have reflected improvement over the last 12 months although with significant period-to-period volatility. As an indication of
the changes in the nations stock markets over the last 12 months, as of November 15, 2013, the Dow Jones Industrial Average closed at 15,961.70, an increase of 27.3%
from November 15, 2012, while the NASDAQ Composite Index stood at 3,985.97, an increase of 40.5% over the same time period. The Standard & Poors 500 Index
totaled 1,798.18 as of November 15, 2013, an increase of 32.9% from November 15, 2012.
Based on the consensus outlook of 52 economists surveyed by The Wall Street Journal in October 2013, GDP growth is not expected to approximate 3% through
at least 2015, as the pace of growth is expected to be muted for years. A 7.2% unemployment rate is forecasted at the end of 2013, which is expected to continue to
decline to 6.6% at the end of 2014, while around 189,000 jobs, on average, are expected to be added per month over the next year. On average, the economists did not
expect the Federal Reserve to begin raising its target rate until 2015 at the very earliest and the 10-year Treasury yield is forecasted to be 2.88% by the end of 2013 and
increase to 3.47% at the end of 2014 and 3.94% at the end of 2015. The surveyed economists also forecasted home prices would rise by 7.8% in 2013 and housing starts
would pick-up in 2014.
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MARKET AREA ANALYSIS
II.3

The October 2013 housing forecast from the Mortgage Bankers Association (the MBA) is for existing home sales to increase by approximately 5.1% and new
home sales to increase by 10.8% for 2014 as compared to 2013 existing and new home sales. The MBA forecast projected the median sales price for existing and new
homes would increase by 3.6% and 5.2%, respectively, in 2014. Total mortgage production was forecasted to decline to $1.190 trillion in 2013 compared to $1.750
trillion in 2013. The forecasted reduction in 2014 originations was due to a 57% reduction in refinancing volume, with refinancing volume forecasted to total $463
billion in 2014. Comparatively, house purchase mortgage originations were predicted to increase by 9.4% in 2014, with purchase lending forecasted to total $723 billion
in 2014.
Interest Rate Environment
Reflecting a strengthening economy which could lead to inflation, the Federal Reserve increased interest rates a total of 17 times from 2004 to 2006, with the
Federal Funds rate and discount rate peaking at 5.25% and 6.25% in 2006. The Federal Reserve then held these two interest rates steady until mid-2007, at which time
the downturn in the economy was evident, and the Federal Reserve began reacting to the increasingly negative economic news. Beginning in August 2007 and through
December 2008, the Federal Reserve decreased market interest rates a total of 12 times in an effort to stimulate the economy.
As of January 2009, the Discount Rate had been lowered to 0.50%, and the Federal Funds rate target was 0.00% to 0.25%. These historically low rates were
intended to enable a faster recovery of the housing industry, while at the same time lower business borrowing costs, and such rates remained in effect through early
2010. In February 2010, the Fed increased the discount rate to 0.75%, reflecting a slight change to monetary strategy. The effect of the interest rate decreases since mid-
2008 has been most evident in short term rates, which decreased more than longer term rates, increasing the slope of the yield curve. This low interest rate environment
has been maintained as part of a strategy to stimulate the economy by keeping both personal and business borrowing costs as low as possible. The strategy has achieved
its goals, as borrowing costs for residential housing have been at historical lows, and the prime rate of interest remains at a low level. Longer-term interest rates (10-year
treasury) increased somewhat in mid-2013 in response to the expectation that the Federal Reserve will cease its treasury buying efforts to keep longer term rates low. As
of November 15, 2013, one- and ten-year U.S. government bonds were yielding 0.13% and 2.71%, respectively, compared to 0.18% and 1.58%, as of November 15,
2012. This has had a mixed impact on the net interest margins of many financial institutions, as they rely on a spread between the yields on
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MARKET AREA ANALYSIS
II.4

longer term assets and the costs of shorter term funding sources. However, institutions who originate substantial volumes of prime-based loans have given up some of
this pickup in yield as the prime rate declined from 5.00% as of June 30, 2008 to 3.25% as of December 31, 2008, and has remained at that level since that date. Data on
historical interest rate trends is presented in Exhibit II-2.
Market Area Demographic and Economic Characteristics
Table 2.1 presents information regarding the demographic and economic trends for the Companys market area from 2010 to 2012 and projected date through
2017. Data for the nation and the state of New Jersey is included for comparative purposes. The market area population ranges from 501,000 to 906,000 residents in
Passaic and Bergen Counties, with Passaic County ranking as the ninth most populous county in New Jersey, while Bergen County is the most populous county in the
state. While large in their population totals, these counties have only grown at a nominal rate of less than 0.1% over the last two years, with growth forecasted to
continue to be limited through 2017. The number of households in Passaic and Bergen Counties have mirrored the modest population growth trends over the last two
years, as well.
New Jersey ranks second in the United States in terms of the median household income levels. New Jerseys central location within the metropolitan areas of New
York and Philadelphia has supported a highly educated population base and high income residents. Bergen County residents in particular have high income levels, which
can be attributable to its close proximity to New York City, as the suburban area is home to a large commuter population with jobs in New York City. The lower income
areas of the state include the urban cities across the Hudson River from New York City, which includes Passaic County.
As noted above, median household levels in the market area are relatively high ($79,313) for Bergen County and in contrast, comparatively modest in Passaic
County ($53,322) in comparison to the state average of $66,950 in 2012, as indicated above, although the market area median household levels are both above the
national aggregate of $50,157. Likewise, per capita income levels equaled $39,672 and $25,575 for Bergen and Passaic Counties, as compared to the state and national
aggregates of $33,924 and $26,409 in 2012. The high income levels prevailing in Bergen County are evidenced by data which shows that Bergen County ranked 23rd
among all counties in the United States in 2010 in terms of per capita income and is home to three of the top 150 most expensive zip codes based upon
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MARKET AREA ANALYSIS
II.5

Table 2.1
Clifton Savings Bancorp Inc.
Summary Demographic Data

Source: SNL Financial, Inc.
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MARKET AREA ANALYSIS
II.6
Year Growth Rate
2010 2012 2017 2010-2012 2012-2017
(%) (%)
Population (000)
USA 308,746 313,129 323,986 0.7 % 0.7 %
New Jersey 8,792 8,830 8,936 0.2 % 0.2 %
Passaic County 501 501 505 0.0 % 0.1 %
Bergen County 905 906 917 0.0 % 0.3 %
Households (000)
USA 116,716 118,209 122,665 0.6 % 0.7 %
New Jersey 3,214 3,228 3,269 0.2 % 0.3 %
Passaic County 167 167 168 0.1 % 0.1 %
Bergen County 336 337 339 0.1 % 0.2 %
Median Household Income ($)
USA NA 50,157 56,895 NA 2.6 %
New Jersey NA 66,950 79,584 NA 3.5 %
Passaic County NA 53,322 62,442 NA 3.2 %
Bergen County NA 79,313 90,336 NA 2.6 %
Per Capita Income ($)
USA NA 26,409 29,882 NA 2.5 %
New Jersey NA 33,924 39,270 NA 3.0 %
Passaic County NA 25,575 29,109 NA 2.6 %
Bergen County NA 39,672 46,214 NA 3.1 %
2012 Age Distribution (%) 0-14 Yrs. 15-34 Yrs. 35-54 Yrs. 55-69 Yrs. 70+ Yrs.
USA 19.6 27.4 27.1 16.6 9.2
New Jersey 19.1 25.6 28.9 16.7 9.7
Passaic County 20.3 28.0 27.6 15.5 8.6
Bergen County 18.2 23.2 29.7 17.8 11.2
2012 HH Income Dist. (%)
Less Than

$25,000
$25,000 to

50,000
$50,000 to

100,000

$100,000+


USA 24.7 25.1 29.9 20.3
New Jersey 17.6 19.6 29.7 33.1
Passaic County 24.7 22.4 27.1 25.8
Bergen County 13.6 16.9 29.3 40.1

median home price ( Forbes magazine 2012 rankings). Conversely, in Passaic County, the area was recently ranked as the poorest county in the state, with contributing
factors, such as high unemployment and a relatively high level of the population living in poverty, largely reflecting the more densely-populated urban cities within the
county. Household income distribution patterns provide empirical support for the nature of the Companys primary market area counties as 40.1% (in Bergen County)
and 25.8% (in Passaic County) of all households had income levels in excess of $100,000 annually in 2012. Both counties exceeded the national aggregate of 20.3%, but
Passaic County fell below the statewide aggregate of 33.1%, while Bergen County was higher.
Regional/Local Economy
Table 2.2 below lists the major private sector employers in Bergen and Passaic Counties.
Table 2.2
Clifton Savings Bancorp, Inc.
Major Private Sector Employers

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MARKET AREA ANALYSIS
II.7
Company/Institution Industry Employees
Bergen County
Hackensack University Medical Ctr Healthcare 8,000
Valley Health System Healthcare 2,500-4,999
Express Scripts Healthcare 2,500-4,999
Bio-Reference Laboratories Healthcare 2,500-4,999
NJ Sports and Exposition Auth. Sports and Entertainment 2,500-4,999
Quest Diagnostics Healthcare 1,000-2,499
KPMG Accounting 1,000-2,499
Becton Dickinson Medical Supplies 1,000-2,499
Englewood Hosp and Med Ctr Healthcare 1,000-2,499
Unilever Best Foods Food Production 1,000-2,499
Passaic County
St. Josephs Hospital Healthcare 2,500-4,999
Scher Chemicals Inc. Industrial 2,500-4,999
GAF Materials Corp Asphalt Felts Coatings 1,000-2,499
ITT Corporation Search/Navigation Equip 1,000-2,499
Toys R Us Retail 1,000-2,499
William Paterson Univ. of NJ Education 1,000-2,499
BAE Systems Electronics Systems 500-999
Bank of New York Financial 500-999
Passaic Community College Education 500-999
CYTEC Industries Chemicals 250-499
Source: Choose New Jersey.

The Companys market area contains a cross section of employment sectors, with a mix of services, wholesale/retail trade, health care facilities and finance
related employment. Throughout northern New Jersey, and particularly in Bergen and Passaic Counties, the greatest employment gains over the past year have occurred
in the education and healthcare industries, which are contributing to the local economies. As shown in Table 2.2 on the previous page, the healthcare industry is well
represented on the list, with six healthcare facilities in the top ten of the largest employers in Bergen County and St. Josephs Hospital reported as the top employer in
Passaic County. Health care is the only industry that has added jobs in the state of New Jersey every year since 1990, according to the New Jersey Department of Labor
and Workforce Development. Moreover, the healthcare industry is projected to grow at an annual rate of 1.3% through 2020.
Employment data presented in Table 2.3 below, indicates that consistent with the profile of the largest employers, services are the most prominent sector for the
state of New Jersey and Bergen and Passaic Counties, comprising 29%, 33%, and 30% of total employment, respectively. The data shows that employment in services
and wholesale/retail trade constitutes the primary sources of employment in both of the market area counties, followed by government jobs in Passaic County and
financial services jobs in Bergen County. Bergen Countys proximity to New York City supports the high level of financial services occupations.
Table 2.3
Clifton Savings Bancorp Inc.
Primary Market Area Employment Sectors
(Percent of Labor Force)

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MARKET AREA ANALYSIS
II.8
Employment Sector

New Jersey
Bergen
County
Passaic
County
(% of Total Employment)
Services 28.5 % 33.3 % 30.0 %
Wholesale/Retail Trade 11.7 % 17.5 % 16.7 %
Healthcare 15.1 % 13.5 % 12.4 %
Finance/Insurance/Real Estate 12.3 % 12.9 % 9.7 %
Government 12.6 % 8.2 % 13.0 %
Manufacturing 5.3 % 5.8 % 8.4 %
Construction 1.8 % 3.9 % 5.0 %
Transportation/Utility 4.2 % 3.1 % 3.2 %
Information 4.2 % 1.8 % 1.2 %
Agriculture 0.3 % 0.0 % 0.1 %
Other 4.0 % 0.1 % 0.1 %

100.0 % 100.0 % 100.0 %
Source: Bureau of Economic Analysis, 2011

New York City has been a leading center of finance in the world economy since early in the last century. Based in New York City, the NYSE and the NASDAQ,
are the worlds two largest stock exchanges, respectively, when measured by average daily trading volume and overall market capitalization. Moreover, financial
services account for more than 35% of the citys employment income. New York City is home to six major stock, commodities, and futures exchanges: American Stock
Exchange, International Securities Exchange, NASDAQ, New York Board of Trade, New York Mercantile Exchange, and NYSE. Coupled with the presence of major
banks, investment houses, private equity funds, etc., New York City is the worlds largest financial center.
Unemployment Trends
Comparative unemployment rates for Bergen and Passaic Counties, as well as for the United States and New Jersey are shown in Table 2.4. The data indicates
that the August 2013 unemployment rate of 8.5% for New Jersey was above the comparable U.S. unemployment rate of 7.3% and fell in between Bergen County
(7.3%) and Passaic County (10.2%) unemployment rates. Bergen Countys low unemployment rate further shows the more affluent nature of the wealthier suburban
neighborhoods that make up the county, while the comparatively higher unemployment in Passaic County is the result of more urban inner city areas within the county,
which are surrounded by middle-class and working-class suburban areas.
Table 2.4
Clifton Savings Bancorp Inc.
Unemployment Trends

Importantly, the Companys primary market area experienced a significant downturn in the local and regional economy during the recession of 2008 to 2009.
Home prices dropped steadily between 2007 and 2011, which led to slowed consumer spending, high unemployment, and other economic problems. The recovery has
been slow throughout Clifton Bancorps market area, but home prices and unemployment are both improving in 2013.
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MARKET AREA ANALYSIS
II.9
Region
August 2012
Unemployment
August 2013
Unemployment
United States 8.1 % 7.3 %
New Jersey 9.7 % 8.5 %
Passaic County 11.7 % 10.2 %
Bergen County 8.4 % 7.3 %
Source: U.S. Bureau of Labor Statistics.

Real Estate Trends

According to the New Jersey Association of Realtors (NJAR), mortgage interest rates are at the highest level in two years, forcing some buyers out of the
market. The initial rise in interest rates provided strong incentive for closing deals. However, further rate increases may potentially diminish the pool of eligible buyers.
In New Jersey, existing home sales are up 11.0% for the first quarter of 2013, compared to the first quarter of 2012, while in northern New Jersey, where the Companys
branch locations and lending operations are based, there was a similar increase of 12.5% over the same time period, as shown in Table 2.5 below. The statewide median
sales price of existing single-family homes in the first quarter of 2013 declined 0.4% to $262,300, while Bergen and Passaic Countys home sales prices show a similar
declining trend. The decreasing trend in sales price for the state and for the Companys primary market area counties may be partially attributable to the lengthy judicial
foreclosure process in New Jersey that has affected Clifton Bancorp and other financial institutions, stalling foreclosure resolutions. Based on the data below, as well as
the Companys good asset quality, the real estate trends in the Companys market area seem relatively stable.
Table 2.5
Clifton Savings Bancorp, Inc.
Residential Real Estate Trends


Source: New Jersey Home Sales Report, New Jersey Association of Realtors.
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Financial, LC.

MARKET AREA ANALYSIS
II.10
1. Home Sales

Existing Single-Family
Home Sales Median Sales Price
Region Mar-13 Mar-12 % Mar-13 Mar-12 %
New Jersey 19,100 17,200 11.0 % $ 262,300 $ 263,400 -0.4 %
Northern NJ 9,900 8,800 12.5 % $ 320,400 $ 315,000 1.7 %
Passaic County 395 340 16.2 % $ 276,000 $ 277,100 -0.4 %
Bergen County (1) NA NA NA $ 385,000 $ 386,000 -0.3 %
New York MSA (2) NA NA NA $ 399,900 $ 382,500 4.5 %
(1) Northjersey.com; compiled by New Jersey Multiple Listing Service.
(1) National Association of Realtors; 2nd Quarter 2013 vs 2nd Quarter 2012.

According to Cushman & Wakefield, Inc. (Cushman & Wakefield), a commercial real estate services firm, through the second quarter of 2013, dispositions
continue to weigh the commercial real estate market down and demand has remained steady, but weak, as new leasing activity remains below historical levels. At
19.9%, the vacancy rate (total vacant space as a percentage of total inventory) for the second quarter of 2013 reflected a 2% increase from the second quarter of 2012, as
new demand remained slow in most market segments of northern New Jersey. Overall absorption, or the total change in occupied space, continued to decline from the
end of 2012 through the end of the first half of 2013, dropping to over 1.1 million square feet of available space for the first time since the end of 2011, with almost half
of this total concentrated in Hudson County. Bergen and Essex Counties were the only two counties in northern New Jersey to record slight positive absorption, due to
relatively healthy leasing. Keeping pace with the previous quarter, northern New Jersey posted only 830,000 square feet of new leasing activity. The year-to-date total is
well below historical levels and lags the 2012 mid-year total by 12.0%. Demand was driven by the pharmaceutical and life sciences sector. From the first quarter to the
second quarter of 2013, the overall asking rental rate fell by more than $0.20 per square foot to $25.98 per square foot, although the overall average rental rate is up
2.4% from one year ago. As the states economy continues to modestly rebound coupled with possible redevelopment of older office product, it is anticipated by
Cushman & Wakefield, that the market will show signs of a more consistent recovery in 2014.

During September 2013, foreclosure filings fell 27% from a year earlier, which marks the 36th consecutive month with an annual decrease in nationwide
foreclosure activity. In contrast, foreclosure filings in New Jersey increased 55% in September 2013, compared to a year earlier.
Many experts blame the recent increase in foreclosure activity at least in part on New Jerseys relatively slow foreclosure process. Specifically, the average New
Jersey foreclosure takes 1,014 days from beginning to end (more than two and a half years), the second slowest in the United States, after New York. Foreclosure
activity was further slowed last year when a series of lawsuits over robo-signing, or mortgage lenders approving documents without reading them, were proceeding
through the court system. With several new rulings and settlements issued in these cases, foreclosure activity has picked up and lenders are trying to move through the
backlog.
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MARKET AREA ANALYSIS
II.11
2. Commercial Real Estate Market
3. Foreclosure Trends

New Jersey ranked fifth in the country with the highest foreclosure rate with one in every 656 homes receiving a foreclosure filing, as reported by RealtyTrac, a
company specializing in real estate foreclosure data. Furthermore, the state had the second highest foreclosure inventory of 6.5% of mortgaged homes as of September
2013, as reported by Corelogic, a property information, analytics and services provider.
Locally, foreclosures followed the statewide trend, as Bergen Countys foreclosure activity in the third quarter 2013 was up 46% year over year, while in Passaic
County foreclosure activity was up 54% over the same time period. In Bergen County, one in every 410 households received a foreclosure filing during the third quarter
2013, while one in every 222 households received a foreclosure filing in Passaic County, as reported by NorthJersey.com.
Market Area Deposit Characteristics
The Companys retail deposit base is closely tied to the economic fortunes of Bergen and Passaic Counties and, in particular, the areas that are nearby to each of
the office facilities. Table 2.6 displays deposit market trends from June 30, 2008 through June 30, 2013 for Passaic and Bergen Counties and the state of New Jersey.
Table 2.6
Clifton Savings Bancorp, Inc.
Deposit Summary

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MARKET AREA ANALYSIS
II.12

As of June 30,
Deposit
Growth Rate

2008-2013
2008 2013

Deposits
Market

Share

No. of
Branches

Deposits
Market

Share

No. of
Branches


(Dollars in Thousands) (%)
New Jersey $ 227,188,713 100.0 % 3,381 $ 276,313,267 100.0 % 3,241 4.0 %
Commercial Banks 155,743,621 68.6 % 2,415 207,913,800 75.2 % 2,477 5.9 %
Savings Institutions 71,445,092 31.4 % 966 68,399,467 24.8 % 764 -0.9 %
Passaic County $ 9,403,974 100.0 % 162 $ 11,007,777 100.0 % 150 3.2 %
Commercial Banks 7,038,921 74.9 % 130 8,399,458 76.3 % 122 3.6 %
Savings Institutions 2,365,053 25.1 % 32 2,608,319 23.7 % 28 2.0 %
Clifton SB 469,076 5.0 % 2 601,095 5.5 % 7 5.1 %
Bergen County $ 33,048,502 100.0 % 519 $ 41,463,745 100.0 % 481 4.6 %
Commercial Banks 21,935,157 66.4 % 380 29,158,245 70.3 % 360 5.9 %
Savings Institutions 11,113,345 33.6 % 139 12,305,500 29.7 % 121 2.1 %
Clifton SB 120,390 0.4 % 3 208,073 0.5 % 5 11.6 %

Source: FDIC

New Jersey bank and thrift deposits increased at a 4.0% annual rate during the five year period, with savings institutions declining by 0.9% and commercial banks
reporting annual deposit growth of 5.9%. The decline in savings institution deposits over the five year time period was largely due to deposit declines in certain larger
institutions in troubled condition and less aggressive growth strategies of institutions, in general, given the adverse economic conditions that have existed since 2008.
Overall, savings institutions held a market share of 24.8% of total deposits statewide as of June 30, 2013.
The Companys deposit market share in Passaic County of $601.1 million of deposits represented 5.5% market share of bank and thrift deposits at June 30, 2013,
while the Companys deposit market share in Bergen County of $208.1 million of deposits represented 0.5% market share. Both Passaic and Bergen Counties are
dominated by commercial banks, which hold an approximate 76% and 70% of the county deposit market share, respectively, and both counties experienced an increase
in total deposits in a range of 3.2% to 4.6% over the five year period ended 2013. The Companys annual deposit growth was highest in Bergen County (11.6%),
although the Company continues to hold a nominal market share. The Company held a larger deposit market share in Passaic County as of June 30, 2013, where Clifton
Bancorp operates seven branches and where deposits increased by 5.1% over the five year period ended 2013. Competition for deposits in New Jersey is intense, as the
close proximity to New York City and the appeal of the suburban New Jersey market makes it very attractive to financial institutions, many of whom are larger and/or
are able to offer a broader array of products and services then Clifton.
Deposit Competition
The competitive environment for financial institution products and services on a national, regional and local level can be expected to become even more
competitive in the future. Consolidation in the banking industry provides economies of scale to the larger institutions, while the increased presence of investment options
provides consumers with attractive investment alternatives to financial institutions. Clifton Bancorp faces notable competition in both deposit gathering and lending
activities, including direct competition with financial institutions that primarily have a local, regional or national presence. Securities firms and mutual funds also
represent major sources of competition in raising deposits. In many cases, these competitors are also seeking to provide some or all of the community-oriented services
as the Company. With regard to lending competition, Clifton Bancorp encounters the most significant competition from the same institutions providing deposit services.
In addition, the Company competes with mortgage companies, independent mortgage brokers, and credit unions.
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MARKET AREA ANALYSIS
II.13

From a competitive standpoint, the Company benefits from its status of a locally-owned financial institution, longstanding customer relationships, and continued
efforts to offer competitive products and services. However, competitive pressures will also likely continue to build as the financial services industry continues to
consolidate and as additional non-bank investment options for consumers become available. Additionally, the New York MSA is a major center for financial services
and Clifton Bancorp competes with a number of very large financial institutions that are either headquartered or maintain office networks in northeast New Jersey. Some
of the larger commercial banks and thrifts operating in the Companys market include JP Morgan Chase & Co., Bank of America, and TD Bank. The significant level of
competition is demonstrated numerically in Table 2.7 below, which reflects that the two largest competitors for the Company (as defined by financial institutions with
branches within a 10 mile radius of the Clifton Bancorps branches) have almost two-thirds of the deposit market share. Importantly, there are many other competitors,
in terms of thrifts, commercial banks, and credit unions in the market, as well. These numbers do not include competition from mortgage banking companies, investment
houses, mutual funds and other sources.
Table 2.7
Clifton Savings Bancorp, Inc.
Deposit Market Share


Source: SNL Financial, LC.
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Financial, LC.

MARKET AREA ANALYSIS
II.14
Company

Headquarters



Branches

Deposits in Competing
Branches (1)
($000) (%)
Clifton Savings Bancorp, Inc. Clifton NJ 12 $ 809,168 0.1 %
Deposit Competitors (2)
JPMorgan Chase & Co. New York NY 274 $ 366,019,141 60.2 %
Bank of America Corp. Charlotte NC 168 70,866,226 11.7 %
Toronto-Dominion Bank Toronto Canada 135 18,208,344 3.0 %
Valley National Bancorp Wayne NJ 127 7,771,195 1.3 %
Wells Fargo & Co. San Francisco CA 110 8,773,922 1.4 %
Citigroup Inc. New York NY 97 42,541,337 7.0 %
PNC Financial Services Group Pittsburgh PA 93 5,142,608 0.8 %
Capital One Financial Corp. McLean VA 91 18,008,578 3.0 %
HSBC London United Kingdom 53 46,810,055 7.7 %
Santander Boadilla del Monte Spain 47 2,940,772 0.5 %
Hudson City Bancorp Inc. Paramus NJ 45 8,844,195 1.5 %
Oritani Financial Corp. Township of Washington NJ 26 1,443,886 0.2 %
Provident Financial Services Jersey City NJ 24 1,534,242 0.3 %
New York Community Bancorp Westbury NY 22 6,696,003 1.1 %
Investors Bancorp Inc. (MHC) Short Hills NJ 22 1,692,676 0.3 %

Total for All Competitors 1,334 $ 608,102,348 100.0 %

(1) Deposits as of June 30, 2013.
(2) Defined for purposes of this presentation as institutions maintaining a branch office within 10 miles of a Clifton Savings Bank branch.

Overall, the magnitude of the competition that Clifton Bancorp faces is apparent with more than 1,334 financial institution branches in Passaic and Bergen
Counties within a 10 mile radius of a Clifton Bancorp branch.
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Financial, LC.

MARKET AREA ANALYSIS
II.15

III. PEER GROUP ANALYSIS
This section presents an analysis of Clifton Bancorps operations versus a group of comparable savings institutions (the Peer Group) selected from the universe
of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines. The basis of the pro forma market valuation of Clifton Bancorp
is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments to account for key differences in relation to the Peer Group. Since
no Peer Group can be exactly comparable to Clifton Bancorp, individually or as a whole, key areas examined for differences to determine if valuation adjustments are
appropriate were in the following areas: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the
shares; marketing of the issue; management; and, effect of government regulations and regulatory reform.
Peer Group Selection
The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised
of only those publicly-traded thrifts whose common stock is either listed on a national exchange (NYSE or AMEX) or is NASDAQ listed, since their stock trading
activity is regularly reported and generally more frequent than non-listed thrifts i.e., those listed on the Over-the-Counter Bulletin Board or Pink Sheets, as well as
those that are non-publicly traded and closely-held. Institutions that are not listed on the NYSE or NASDAQ are inappropriate, since the trading activity for thinly-
traded or closely-held stocks is typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded
from the Peer Group those companies under acquisition or subject to rumored acquisition, MHCs, and recent conversions, since their pricing ratios are subject to unusual
distortion and/or have limited trading history. We typically exclude those companies that were converted less than one year as their financial results do not reflect a full
year of reinvestment benefit and since the stock trading activity is not seasoned, however we have made an exception concerning one New Jersey thrift that converted
almost a year ago (January 2013) and is a competitor of the Company. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit
III-1.
Ideally, the Peer Group should be comprised of regionally-based institutions with relatively comparable resources, strategies and financial characteristics. There
are 120 publicly-traded thrift institutions nationally, which includes 17 publicly-traded MHCs. Given the
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Financial, LC.

PEER GROUP ANALYSIS
III.1

limited number of public full stock thrifts, it is typically the case that the Peer Group will be comprised of institutions which are not directly comparable, but the overall
group will still be the best fit peer group. To the extent that key differences exist between the converting institution and the Peer Group, valuation adjustments will be
applied to account for such key differences. Since Clifton Bancorp will be a full stock public company upon completion of the Second-Step Conversion, we considered
only full stock companies to be viable candidates for inclusion in the Peer Group, excluding those in MHC form.
Based on the foregoing, from the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of Clifton Bancorp. The Peer
Group selection process focused on companies with similar assets sizes, relatively high tangible equity/assets ratios, strong asset quality, and were profitable over the
last twelve month period. We believe these characteristics are given significant weight by investors in evaluating Clifton Bancorp and similarly situated institutions.
Accordingly, the institutions selected for inclusion in the valuation Peer Group were headquartered in the eastern half of the United States, with total assets between
$700 million and $2.75 billion, equity/assets over 10% (and with tangible equity/assets over 9.5%), NPAs/assets ratios under 2.5%, and positive core earnings on a
trailing twelve month basis. In total, ten publicly-traded thrifts met the criteria and all were included in the Peer Group. As noted above, Northfield Bancorp, Inc. of New
Jersey completed a second-step conversion almost a year ago, on January 10, 2013, and we included them in the Peer Group because they are a competitor of the
Company and have a high level of capital, like the Company, on a pro forma basis.
Table 3.1 shows the general characteristics of each of the ten Peer Group companies and Exhibit III-4 provides summary demographic and deposit market share
data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and
Clifton Bancorp, we believe that the Peer Group companies, on average, provide a good basis for the valuation subject to valuation adjustments. The following sections
present a comparison of Clifton Bancorps financial condition, income and expense trends, loan composition, interest rate risk, and credit risk versus the Peer Group as
of the most recent publicly available date.
In addition to the selection criteria used to identify the Peer Group companies, a summary description of the key comparable characteristics of each of the Peer
Group companies is detailed in the following pages.
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Financial, LC.

PEER GROUP ANALYSIS
III.2

Table 3.1
Peer Group of Publicly-Traded Thrifts

NOTES:(1) As of September 30, 2013.
(2) As of June 30, 2013.
Source: SNL Financial, LC.
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Financial, LC.

PEER GROUP ANALYSIS
III.3

As of
November 15, 2013
Ticker Financial Institution Exchange Primary Market
Total
Assets (1) Offices
Fiscal
Year
Conv.

Date
Stock
Price
Market

Value
($Mil) ($) ($Mil)
NFBK Northfield Bancorp, Inc. of NJ NASDAQ Woodbridge, NJ $ 2,727 30 31-Dec 01/13 12.53 726
BKMU Bank Mutual Corp of WI NASDAQ Brown Deer, WI 2,333 76 31-Dec 10/03 6.26 291
FBNK First Connecticut Bancorp, Inc. of CT NASDAQ Farmington, CT 1,992 21 31-Dec 06/11 15.57 256
ESSA ESSA Bancorp, Inc. of PA NASDAQ Stroudsburg, PA 1,372 27 30-Sep 04/07 10.65 127
WFD Westfield Financial, Inc. of MA NASDAQ Westfield, MA 1,271 11 31-Dec 01/07 7.23 150
FXCB Fox Chase Bancorp, Inc. of PA NASDAQ Hatboro, PA 1,107 11 31-Dec 06/10 17.49 212
CBNJ Cape Bancorp, Inc. of NJ NASDAQ Cape May Court House, NJ 1,051 (2) 15 31-Dec 02/08 9.75 119
OSHC Ocean Shore Holding Co. of NJ NASDAQ Ocean City, NJ 1,043 12 31-Dec 12/09 14.16 99
BLMT BSB Bancorp, Inc. of MA NASDAQ Belmont, MA 1,023 7 31-Dec 10/11 14.27 129
THRD TF Financial Corporation of PA NASDAQ Newtown, PA 715 (2) 18 31-Dec 07/94 27.66 87
111.4




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Financial, LC. PEER GROUP ANALYSIS

Northfield Bancorp, Inc. of NJ (NFBK) operates 30 banking offices in northeastern New Jersey and southern New York, and thus, operates in Clifton
Bancorps regional market. NFBKs asset composition reflects a high proportion of cash and investments, as net proceeds from NFBKs recent second-step
conversion were reinvested into cash and securities pending longer term deployment into loans. NFBKs had the highest tangible equity ratio of the Peer
Group companies, also due to the recent second-step conversion. The loan portfolio is more heavily focused on multi-family and commercial real estate
(CRE) loans, but also includes a high level of MBS as compared to the Peer Group. Risk weighted assets (RWA) to total assets were higher than the
Peer Group because of the more diversified loan portfolio. NFBKs asset quality ratios were generally similar to the Peer Group and earnings were at the
higher end of the Peer Group range. At September 30, 2013, NFBK had total assets of $2.7 billion and a tangible equity-to-assets ratio of 25.6%. For the
twelve months ended September 30, 2013, NFBK reported earnings of 0.64% of average assets, which is above the Peer Group average, while core
earnings of 0.60% of average assets were also higher than the Peer Group. NFBKs market capitalization was $726 million as of November 15, 2013.

Bank Mutual Corp of WI (BKMU) operates a total of 76 banking offices, with 75 offices in Wisconsin and one office in the St. Paul, Minnesota
metropolitan area. BKMUs asset composition reflects a high proportion of loans and MBS and funding primarily through deposits. RWA to assets was in
line with the Peer Group, falling in between the average and median. The loan portfolio includes meaningful levels of CRE and multi-family loans, as well
as residential mortgages (inclusive of MBS). Additionally, BKMU has a $1.2 billion in loans serviced for others; an amount that is significantly higher than
all of the Peer Group companies. BKMUs asset quality ratios are relatively more favorable than the Peer Group, in terms of NPAs and reserve coverage.
At September 30, 2013, BKMU had total assets of $2.3 billion and a tangible equity-to-assets ratio of 11.9%. For the twelve months ended September 30,
2013, BKMU had reported earnings of 0.43% of average assets, which falls short of the Peer Group average. Likewise, core earnings of 0.23% of average
assets were also below the Peer Group average. BKMUs market capitalization was $291 million as of November 15, 2013.

First Connecticut Bancorp, Inc. of CT (FBNK) operates through 21 banking offices throughout central Connecticut. FBNKs asset composition
reflects a high proportion of loans and funding primarily through deposits. Lending operations were more heavily focused on commercial business and
CRE loans in comparison to the Peer Group medians, which translated into a RWA to assets ratio at the upper end of the Peer Group range. FBNK
recorded asset quality ratios less favorable than the Peer Group in terms of the level of NPAs and reserve coverage ratios. FBNKs earnings were
comparatively modest in relation to the Peer Group averages reflecting the impact of its comparatively high operating expense ratio. At September 30,
2013, FBNK had total assets of $2.0 billion and a tangible equity-to-assets ratio of 11.4%. For the twelve months ended September 30, 2013, FBNK
reported earnings of 0.31% of average assets and minimal core earnings. FBNKs market capitalization was $256 million as of November 15, 2013.

ESSA Bancorp, Inc. of PA (ESSA) operates 27 banking offices in northeastern Pennsylvania. ESSAs balance sheet reflects a similar asset and funding
mix relative to the Peer Group, but a tangible equity-to-assets ratio that falls below the Peer Group average and median. The leveraging of ESSAs capital
stems from a recent acquisition. Enhancing the comparability to Clifton Bancorp, ESSAs interest-earning assets consist
111.5




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Financial, LC. PEER GROUP ANALYSIS

of a high proportion of residential mortgage loans and MBS, and a low proportion of higher risk-weighted construction and CRE loans relative to the Peer
Group averages, which resulted into a lower RWA to assets ratio than the Peer Group average and median. At September 30, 2013, ESSA had total assets
of $1.4 billion and a tangible equity-to-assets ratio of 11.3%. For the twelve months ended September 30, 2013, ESSA reported earnings of 0.63% of
average assets and core earnings of 0.57% of average assets, which is above the Peer Group averages. ESSAs market capitalization was $127 million as of
November 15, 2013.

Westfield Financial, Inc. of MA (WFD) operates through a total of 11 banking offices in western Massachusetts. WFDs balance sheet reflects reliance
on wholesale investment and funding strategies as cash and investments comprise a high proportion of assets (46.1%) and borrowings equal to 24.4% of
assets, representing the upper end of the Peer Group range. At the same time, residential assets including MBS and 1-4 family mortgage loans exceeded the
Peer Group aggregates, with limited diversification into other loans, except CRE and commercial business loans. In terms of asset quality measures,
WFDs NPA/Assets ratio fell below the Peer Group averages, while reserve coverage in relation to NPAs and NPLs was less favorable. WFDs core
earnings fell slightly below the Peer Group average and median levels, primarily as a result of WFDs thin net interest margin. At September 30, 2013,
WFD had total assets of $1.3 billion and a tangible equity-to-assets ratio of 12.3%. For the twelve months ended September 30, 2013, WFD reported
earnings of 0.50% of average assets and core earnings of 0.34% of average assets. WFDs market capitalization was $150 million as of November 15,
2013.

Fox Chase Bancorp, Inc. of PA (FXCB) operates through 11 banking offices in the Philadelphia metropolitan area in eastern Pennsylvania. FXCBs
balance sheet reflects a modestly greater wholesale element based on its higher ratio of cash and investments and borrowed funds in comparison to the Peer
Group averages and medians. FXCB maintains a diversified loan portfolio with levels of commercial business and CRE loans, exceeding the Peer Group
averages. Moreover, while the proportion of 1-4 family mortgage loans is relatively modest, FXCB maintains a high proportion of MBS. FXCBs asset
quality ratios were mostly unfavorable in comparison to the Peer Group, with the exception of reserve coverage in relation to total loans and NPLs. At
September 30, 2013, FXCB reported total assets of $1.1 billion and a tangible equity-to-assets ratio of 15.7%. For the twelve months ended September 30,
2013, FXCB reported earnings of 0.54% of average assets and core earnings of 0.45% of average assets, slightly higher than the Peer Group. FXCBs
market capitalization was $212 million as of November 15, 2013.

Cape Bancorp, Inc., of NJ (CBNJ) operates through 15 banking offices throughout southeast New Jersey. CBNJs balance sheet reflects a similar asset
and funding mix relative to the Peer Group averages and medians. CBNJs loan portfolio composition reflected modestly greater diversification into CRE
loans and a relatively high RWA to assets ratio as compared to the Peer Group. CBNJ reported mostly less favorable asset quality ratios than the Peer
Group. Earnings was comparable to the Peer Group median, supported by higher spreads and a high level of non-interest income, which was mitigated by a
high level of provisions and operating expenses. At June 30, 2013, CBNJ reported total assets of $1.1 billion and a tangible equity-to-assets ratio of 11.9%.
For the twelve months ended June 30, 2013, CBNJ reported net income of 0.49% of average assets and core earnings of 0.37% of average assets, which is
relatively comparable to the Peer Group. CBNJs market capitalization was $119 million as of November 15, 2013.



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PEER GROUP ANALYSIS
111.6

Ocean Shore Holding Co. of NJ (OSHC) operates 12 banking offices through two counties in southeastern New Jersey. OSHCs balance sheet
composition is broadly similar to the Peer Group, and its focus on 1-4 family residential lending (1-4 family mortgage loans were 58% of assets) coupled
with its New Jersey location enhances its comparability to the Company. OSHCs reported earnings fell slightly below the Peer Group average and median,
partially as a result of OSHCs lower spreads. OSHC also maintained the lowest NPAs to assets ratio of the Peer Group companies, due in large part to its
low risk 1-4 family mortgage lending focus, while reserve coverage in relation to loans and NPLs was similar to the Peer Group. At September 30, 2013,
OSHC reported total assets of $1.0 billion and a tangible equity-to-assets ratio of 9.7%. For the twelve months ended September 30, 2013, OSHC reported
earnings of 0.48% of average assets and core earnings of 0.49% of average assets. OSHCs market capitalization was $99 million as of November 15,
2013.

BSB Bancorp, Inc. of MA (BLMT) operates out of 7 banking offices in Middlesex County, Massachusetts, within the Boston Metropolitan Area.
BLMTs balance sheet composition reflects a higher level of loans, funded by a similar level of deposits, but higher proportion of borrowings than the Peer
Group averages and medians. BLMT realized organic asset growth at the higher end of the Peer Group range over the last twelve months, which was
funded with strong deposit and borrowings growth. BLMT deployed the additional funds to achieve growth in the loan and investment securities portfolios.
Portfolio loans are more heavily concentrated in multi-family and consumer loans in comparison to the Peer Group averages, which translated into its
relatively high RWA to assets ratio. BLMTs asset quality was generally more favorable than the Peer Group. BLMT had the lowest reported earnings of
the Peer Group range over the last twelve months due to a modest spread, coupled with low noninterest income, and relatively high operating expenses.
BLMTs tangible equity-to-assets fell in between the Peer Group average and median, however. At September 30, 2013, BLMT reported total assets of
$1.0 billion and a tangible equity-to-assets ratio of 12.6%. For the twelve months ended September 30, 2013, BLMT reported earnings of 0.20% of average
assets and minimal core earnings. BLMTs market capitalization was $129 million as of November 15, 2013.

TF Financial Corporation of PA (THRD) is the smallest company in the Peer Group, in terms of total assets ($715 million), and operates through a
total of 18 banking offices in southeast Pennsylvania and southern New Jersey. In comparison to the Peer Group, THRDs asset composition reflected a
higher proportion of loans and lower investment securities, while THRDs funding composition was less dependent upon borrowings in comparison to the
Peer Group aggregates. Lending operations were more heavily focused on 1-4 family lending (inclusive of investment in MBS) in comparison to the Peer
Group averages and medians. THRDs NPAs/assets ratio was slightly higher than the Peer Group average and median. THRDs earnings were at the upper
end of the Peer Group range supported by its strong spreads and net interest margin. At June 30, 2013, THRD reported total assets of $715 million and a
tangible equity-to-assets ratio of 11.1%. For the twelve months ended June 30, 2013, THRD reported earnings equal to 0.85% of average assets and core
earnings of 0.90% of average assets. THRDs market capitalization was $87 million as of November 15, 2013.
III.7

In the aggregate, the Peer Group companies maintain a higher tangible equity level, in comparison to the industry median (11.95% of assets versus 11.42% for all
non-MHC public companies), but generate a slightly lower level of core profitability (0.41% of average assets for the Peer Group versus 0.43% of average assets for all
non-MHC public companies). The Peer Groups modestly higher tangible equity and lower core earnings levels translated into a lower median core ROE ratio (2.66%
for the Peer Group versus 2.98% for all non-MHC public companies). Overall, the Peer Groups pricing ratios were relatively similar to all full stock publicly-traded
thrifts, as the median price/tangible book (P/TB) ratio was at a modest premium to the industry median, while the Peer Groups price/assets (P/A) ratio was only at a
slight discount to the industry median. The Peer Groups core price /earnings (P/E) multiple is also at a discount to the industry median.


The thrifts selected for the Peer Group were relatively comparable to Clifton Bancorp in terms of all of the selection criteria and are considered the best fit
group. While there are many similarities between Clifton Bancorp and the Peer Group on average, there are some notable differences that lead to the valuation
adjustments discussed herein. The following comparative analysis highlights key similarities and differences between Clifton Bancorp and the Peer Group.
Financial Condition
Table 3.2 shows comparative balance sheet measures for Clifton Bancorp and the Peer Group, reflecting balances as of September 30, 2013 or the most recent
date available. On a reported basis, Clifton Bancorps equity-to-assets ratio of 17.4% was above the Peer Groups
RP

Financial, LC. PEER GROUP ANALYSIS

All Non-MHC

Public-Thrifts Peer Group
Financial Characteristics (Medians)
Assets ($Mil) $ 753 $ 1,189
Market Capitalization ($Mil) $ 95 $ 140
Tangible Equity/Assets (%) 11.42 % 11.95 %
Core Return on Average Assets (%) 0.43 % 0.41 %
Core Return on Average Equity (%) 2.98 % 2.66 %
Pricing Ratios (Medians) (1)
Price/Core Earnings (x) 20.63x 32.45x
Price/Tangible Book (%) 100.00 % 101.94 %
Price/Assets (%) 12.46 % 12.32 %
(1) Based on market prices as of November 15, 2013.
III. 8

Table 3.2
Balance Sheet Composition and Growth Rates
Comparable Institution Analysis
As of September 30, 2013


Source: SNL Financial, LC. and RP

Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we
cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2013 by RP

Financial, LC.

RP

Financial, LC. PEER GROUP ANALYSIS
Balance Sheet as a Percent of Assets Balance Sheet Annual Growth Rates Regulatory Capital

Cash &
Equivalents
MBS &

Invest BOLI Loans Deposits
Borrowed

Funds
Subd.

Debt Equity
Goodwill

& Intang
Tangible

Equity Assets
MBS, Cash &

Investments Loans Deposits
Borrows.
& Subdebt Equity
Tangible

Equity Tangible Core Reg.Cap.
Clifton Savings Bancorp, Inc.

September 30, 2013 1.4 % 42.1 % 3.3 % 51.2 % 73.1 % 8.5 % 0.0 % 17.4 % 0.0 % 17.4 % 4.50 % -13.94 % 21.91 % 1.12 % 67.01 % 0.84 % 0.84 % 15.29 % 15.29 % 36.29 %
.
All Public Companies

Averages
6.0 % 21.0 % 1.9 % 66.7 % 74.4 % 10.5 % 0.4 % 13.4 % 0.7 % 12.7 % 4.07 % 1.66 % 5.65 % 4.22 % 0.14 % 1.13 % 0.68 % 12.92 % 12.76 % 21.23 %
Medians
4.3 % 16.7 % 2.0 % 68.3 % 75.9 % 8.5 % 0.0 % 12.6 % 0.0 % 11.9 % 1.50 % -0.52 % 3.54 % 1.24 % -0.40 % -0.63 % -0.59 % 12.36 % 12.20 % 19.72 %
State of NJ

Averages
3.0 % 26.0 % 2.5 % 64.2 % 71.1 % 14.0 % 0.2 % 13.7 % 1.1 % 12.6 % 4.36 % -5.98 % 10.12 % 1.67 % 16.98 % -0.88 % -1.35 % 12.81 % 12.81 % 20.16 %
Medians
1.9 % 21.2 % 2.4 % 68.3 % 73.1 % 11.3 % 0.0 % 13.6 % 0.5 % 9.9 % 1.28 % -7.14 % 5.66 % 1.12 % -0.81 % 0.39 % 0.39 % 10.93 % 10.93 % 20.40 %
Comparable Group

Averages
4.0 % 23.0 % 2.5 % 66.9 % 71.2 % 13.6 % 0.1 % 13.8 % 0.5 % 13.3 % 4.06 % 0.74 % 8.29 % 4.62 % 2.13 % -4.34 % -4.32 % 11.25 % 11.25 % 18.45 %
Medians
2.9 % 20.1 % 2.4 % 68.7 % 75.8 % 10.8 % 0.0 % 12.2 % 0.3 % 11.8 % 1.77 % -1.47 % 4.59 % 2.56 % -2.18 % -2.67 % -2.67 % 11.05 % 11.05 % 18.22 %
Comparable Group

BLMT

BSB Bancorp, Inc. of MA
4.8 % 14.7 % 1.3 % 77.8 % 71.1 % 15.1 % 0.0 % 12.6 % 0.0 % 12.6 % 24.41 % 47.38 % 20.27 % 25.64 % 50.87 % -2.67 % -2.67 % NA NA NA
BKMU

Bank Mutual Corp of WI
2.5 % 27.5 % 2.6 % 61.9 % 75.8 % 8.8 % 0.0 % 12.0 % 0.0 % 11.9 % -6.11 % -20.06 % 2.37 % -7.89 % -2.80 % 1.48 % 1.48 % 10.89 % 10.89 % 18.22 %
CBNJ

Cape Bancorp, Inc. of NJ (1)
3.3 % 16.5 % 2.9 % 70.2 % 75.7 % 9.9 % 0.0 % 13.9 % 2.2 % 11.7 % 0.21 % 1.44 % 1.49 % 0.65 % -0.07 % -1.77 % -2.03 % 9.50 % 9.50 % 14.13 %
ESSA

ESSA Bancorp, Inc. of PA
2.1 % 23.7 % 2.1 % 67.6 % 75.9 % 11.1 % 0.0 % 12.1 % 0.8 % 11.3 % -3.28 % -4.04 % -2.33 % 4.56 % -35.14 % -5.11 % -5.05 % 11.20 % 11.20 % NA
FBNK

First Connecticut Bancorp of CT
2.5 % 6.6 % 1.9 % 86.2 % 77.8 % 8.8 % 0.0 % 11.4 % 0.0 % 11.4 % 13.44 % 7.15 % 15.30 % 23.26 % -17.36 % -6.05 % -6.05 % NA NA NA
FXCB

Fox Chase Bancorp, Inc. of PA
0.6 % 31.6 % 1.5 % 63.3 % 61.7 % 21.8 % 0.0 % 15.7 % 0.0 % 15.7 % 3.33 % 1.10 % 3.98 % -2.86 % 37.04 % -5.11 % -5.11 % 13.10 % 13.10 % 20.02 %
NFBK

Northfield Bancorp, Inc. of NJ
3.4 % 38.3 % 4.6 % 50.4 % 54.7 % 18.0 % 0.0 % 26.3 % 0.6 % 25.6 % 9.48 % -9.78 % 27.86 % -4.98 % -1.55 % NM NM NA NA NA
OSHC

Ocean Shore Holding Co. of NJ
12.0 % 13.1 % 2.2 % 69.7 % 77.1 % 10.5 % 1.0 % 10.2 % 0.5 % 9.7 % -1.70 % -16.84 % 5.20 % -1.87 % -4.11 % 1.90 % 2.04 % NA NA NA
THRD

TF Financial Corporation of PA (1)
6.3 % 14.4 % 2.5 % 73.4 % 79.9 % 7.3 % 0.0 % 11.7 % 0.6 % 11.1 % 4.29 % 14.33 % 2.10 % 4.46 % 2.84 % 4.18 % 4.42 % 10.21 % 10.21 % 17.64 %
WFD

Westfield Fin. Inc. of MA
2.2 % 43.9 % 3.7 % 48.2 % 62.4 % 24.4 % 0.0 % 12.3 % 0.0 % 12.3 % -3.47 % -13.33 % 6.66 % 5.18 % -8.43 % -25.87 % -25.87 % 12.60 % 12.60 % 22.24 %
(1) Financial information is for the quarter ended June 30, 2013.
111.9

median and average equity-to-assets ratios of 12.2% and 13.8%. Tangible equity-to-assets ratios for the Company equaled 17.4%, above the Peer Group median and
average of 11.8% and 13.3%, respectively, with the Peer Group reporting a limited intangible assets balance, while the Company did not have any intangible assets.
The Companys pro forma capital position will increase with the addition of stock proceeds, providing the Company with an equity and tangible equity ratio (the
Company has no intangible equity and the ratios are therefore the same) that is expected to exceed the Peer Groups ratios to a greater extent (i.e., in a range of 27% to
30%). As a result of the Second-Step Conversion, the increase in Clifton Bancorps pro forma equity position will be favorable from a risk perspective and in terms of
future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Companys higher pro forma capitalization will initially
depress return on equity. Both Clifton Bancorps and the Peer Groups capital ratios reflected capital surpluses with respect to the regulatory capital requirements. On a
pro forma basis, the Companys regulatory surpluses will become more significant and will continue to exceed the Peer Groups regulatory capital ratios. Additionally,
the ability to leverage the increased equity and improve the ROE will be dependent upon the ability of the Company to execute a business plan focused on balance sheet
and earnings growth.
The interest-earning assets (IEA) composition reflects differences in terms of the proportion of loans, as Clifton Bancorps ratio of loans to assets of 51.2% is
lower than the Peer Group median ratio of 68.7%. Conversely, Clifton Bancorps level of cash and investments equal to 43.5% of assets was much higher than the Peer
Group median of 23.0%. The Companys asset strategy revolves around two asset classes: investment securities and mortgage loans, with mortgage loans primarily
consisting of one-to-four family mortgages secured by properties within the state of New Jersey. While the Company has indicated an intent to expand the commercial
and multi-family mortgage loan portfolios over time, significant change will only occur gradually over time. As noted in the financial analysis in Section I, the Company
has recently emphasized growth in the loan portfolio, thereby shifting available funds from investment securities into higher yielding loans. The primary objective of
focusing on growth of the loan portfolio has been to leverage capital and enhance earnings. Overall, Clifton Bancorps IEA amounted to 94.7% of assets, which
modestly exceeded the Peer Groups median ratio of 91.7%. Both the Companys and the Peer Groups IEA ratios exclude BOLI as an interest-earning asset. On a pro
forma basis, immediately following the Second-Step Conversion, a portion of the proceeds will initially be invested into shorter-term investment
RP

Financial, LC. PEER GROUP ANALYSIS

securities, increasing the relative proportion of cash and investments for the Company in comparison to the Peer Group over the short term, pending longer term
deployment into higher yielding loans. Furthermore, the IEA advantage for the Company will strengthen.
Clifton Bancorps funding liabilities reflected a funding strategy that was relatively similar to that of the Peer Group. The Companys deposits equaled 73.1% of
assets, which fell in between the average and median for the Peer Group of 71.2% and 75.8% of assets, while the Companys borrowings equaled 8.5% of assets, which
also fell below the average and median of 13.6% and 10.8% (inclusive of subordinated debt) for the Peer Group. Total interest-bearing liabilities (IBL) maintained as a
percent of assets equaled 81.6% and 86.6% for Clifton Bancorp and the Peer Group, respectively, with the Companys lower ratio supported by maintenance of a higher
capital position. The ratio of IBL will be reduced on a post-Offering basis as the Company funds a greater portion of its operations with equity.
A key measure of balance sheet strength for a financial institution is the IEA/IBL ratio, with higher ratios often facilitating stronger profitability levels, depending
on the overall asset/liability mix. Presently, the Companys IEA/IBL ratio of 116.1% exceeds the Peer Groups median ratio 105.9%, which is principally the result of
the Companys higher equity/assets ratio. The additional equity realized from stock proceeds will further increase the Companys IEA/IBL ratio relative to the Peer
Group, as the net proceeds realized from Clifton Bancorps Offering are expected to be reinvested into interest-earning assets and the increase in the Companys equity
position will result in a lower level of interest-bearing liabilities funding assets.
The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. During this period, the Company recorded modest asset growth of
4.50% versus minimal asset growth of 1.77% for the Peer Group based on the median. While the growth in total assets was modest for Clifton Bancorp, the composition
of assets changed more significantly. In this regard, the Companys loan portfolio increased by 21.91%, which was partially funded through a redeployment of funds
from cash and investments, which decreased by 13.94%, reflecting managements efforts to shift available funds from investments to loans. The Peer Group reported
more balanced growth trends within their assets bases, as loans expanded by 4.59% and cash and investments shrunk by 1.47%, respectively, based on the medians.
Asset growth for Clifton Bancorp was funded primarily by the expanded utilization of borrowings, which increased by 67.0% over the twelve months ended
September 30, 2013, while deposits increased 1.1% over the corresponding timeframe. On the other hand, the Peer Groups asset growth was funded with growth in
deposits (2.6% growth based on the median),
RP

Financial, LC.

PEER GROUP ANALYSIS
111.10

as borrowings declined by 2.2%. The Companys equity increased by a less than 1% during the twelve months ended September 30, 2013, as the growth rate of equity
was largely offset by dividends and share repurchases. Likewise, the Peer Group equity diminished by 2.7% based on the median over the twelve months ended
September 30, 2013. The Companys post-Offering equity growth rate will initially be constrained by maintenance of a comparatively higher pro forma equity position
in comparison to the Peer Group and the low reinvestment yields available in the current market environment. While the Company has targeted earnings to improve over
time, Clifton Bancorps high capital ratio will tend to limit the near term improvement.
Income and Expense Components
Table 3.3 shows comparative income statement measures for the Company and the Peer Group, reflecting earnings for the twelve months ended September 30,
2013, or the most recent date available. Clifton Bancorp reported net income equal to 0.59% of average assets, which was higher than the Peer Groups earnings of
0.50% of average assets, based on the median. While the Companys net income figure was somewhat higher than the Peer Groups, there were some important
differences in the components of earnings as Clifton Bancorp operated with a lower ratio of loan loss provisions and significantly lower operating expenses, which are
partially offset by the Companys lower level of net interest income, significantly lower non-interest income, and non-operating income in comparison to the Peer
Group.
The Companys interest income to average assets fell below the Peer Groups average and median, while the ratio of interest expense to average assets was above
the Peer Groups average and median. Overall, the Companys ratio of net interest income to average assets, equal to 2.20%, was lower than the Peer Groups average
and median ratios of 2.85% and 2.81%, respectively. The Companys lower interest income ratio is primarily due to the lower loans/assets ratio than maintained by the
Peer Group, along with the lower yield on interest-earning assets. The higher ratio of interest expense to average assets reflects the Companys higher cost of funds, with
the majority of deposits consisting of higher costing CDs. Importantly, while the Companys recent initiatives to expand the loan portfolio, both with respect to 1-4
family residential loans and commercial mortgage loans may enhance asset yields, management has indicated that it expects the related growth to be gradual which will
limit the near term earnings improvement.
RP

Financial, LC.

PEER GROUP ANALYSIS
111.11

Table 3.3
Income as Percent of Average Assets and Yields, Costs, Spreads
Comparable Institution Analysis
For the 12 Months Ended September 30, 2013


Source: SNL Financial, LC. and RP

Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we
cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2013 by RP

Financial, LC.

RP

Financial, LC.

PEER GROUP ANALYSIS
III.12
Net Interest Income Other Income G&A/Other Exp. Non-Op. Items Yields, Costs, and Spreads

Net
Income Income Expense NII
Loss
Provis.

on IEA
NII
After
Provis.
Loan

Fees
R.E.
Oper.
Other
Income
Total
Other
Income
G&A
Expense
Goodwill

Amort.
Net
Gains
Extrao.

Items
Yield
On Assets
Cost
Of Funds
Yld-Cost

Spread
MEMO:
Assets/
FTE Emp.
MEMO:
Effective

Tax Rate
Clifton Savings Bancorp, Inc.

September 30, 2013
0.59 % 3.19 % 0.99 % 2.20 % 0.10 % 2.10 % 0.00 % 0.00 % 0.12 % 0.12 % 1.38 % 0.00 % 0.05 % 0.00 % 3.44 % 1.26 % 2.19 % $ 10,513 33.92 %
All Public Companies

Averages
0.54 % 3.75 % 0.74 % 3.01 % 0.21 % 2.80 % 0.06 % -0.06 % 0.71 % 0.71 % 3.05 % 0.01 % 0.40 % 0.00 % 4.01 % 0.87 % 3.14 % $ 5,528 30.57 %
Medians
0.60 % 3.72 % 0.69 % 3.03 % 0.13 % 2.87 % 0.00 % -0.02 % 0.59 % 0.59 % 2.87 % 0.00 % 0.12 % 0.00 % 3.98 % 0.83 % 3.17 % $ 4,849 33.22 %
State of NJ

Averages
0.58 % 3.60 % 0.76 % 2.84 % 0.26 % 2.58 % 0.00 % -0.06 % 0.49 % 0.43 % 2.15 % 0.01 % 0.07 % 0.00 % 3.86 % 0.90 % 2.97 % $ 8,377 32.10 %
Medians
0.54 % 3.46 % 0.72 % 2.85 % 0.15 % 2.58 % 0.00 % 0.00 % 0.45 % 0.40 % 2.03 % 0.00 % 0.06 % 0.00 % 3.71 % 0.86 % 3.00 % $ 6,958 34.72 %
Comparable Group

Averages
0.51 % 3.53 % 0.68 % 2.85 % 0.16 % 2.69 % 0.03 % -0.09 % 0.56 % 0.50 % 2.61 % 0.01 % 0.15 % 0.00 % 3.76 % 0.80 % 2.96 % $ 6,394 31.75 %
Medians
0.50 % 3.42 % 0.65 % 2.81 % 0.15 % 2.61 % 0.00 % -0.02 % 0.41 % 0.45 % 2.74 % 0.00 % 0.16 % 0.00 % 3.66 % 0.80 % 2.92 % $ 6,111 32.08 %
Comparable Group

BLMT

BSB Bancorp, Inc. of MA
0.20 % 3.30 % 0.56 % 2.74 % 0.18 % 2.57 % 0.07 % 0.00 % 0.19 % 0.26 % 2.74 % 0.00 % 0.22 % 0.00 % 3.40 % 0.67 % 2.74 % $ 8,974 38.39 %
BKMU

Bank Mutual Corp of WI
0.43 % 3.34 % 0.62 % 2.72 % 0.23 % 2.49 % 0.13 % -0.15 % 1.06 % 1.05 % 3.18 % 0.00 % 0.31 % 0.00 % 3.63 % 0.72 % 2.90 % $ 3,431 34.28 %
CBNJ

Cape Bancorp, Inc. of NJ (1)
0.49 % 3.99 % 0.60 % 3.39 % 0.31 % 3.08 % 0.00 % -0.15 % 0.78 % 0.63 % 3.06 % 0.01 % 0.17 % 0.00 % 4.46 % 0.71 % 3.75 % $ 5,443 39.95 %
ESSA

ESSA Bancorp, Inc. of PA
0.63 % 3.67 % 0.81 % 2.86 % 0.27 % 2.59 % 0.07 % 0.03 % 0.35 % 0.46 % 2.23 % 0.07 % 0.08 % 0.00 % 3.93 % 0.94 % 3.00 % NM 24.31 %
FBNK

First Connecticut Bancorp of CT
0.32 % 3.40 % 0.53 % 2.87 % 0.06 % 2.81 % 0.00 % -0.01 % 0.36 % 0.35 % 3.08 % 0.00 % 0.35 % 0.00 % 3.58 % 0.63 % 2.96 % $ 6,111 26.87 %
FXCB

Fox Chase Bancorp, Inc. of PA
0.54 % 3.63 % 0.73 % 2.91 % 0.09 % 2.82 % 0.00 % -0.46 % 1.19 % 0.74 % 2.92 % 0.00 % 0.14 % 0.00 % 3.80 % 0.87 % 2.93 % $ 7,850 29.87 %
NFBK

Northfield Bancorp, Inc. of NJ
0.64 % 3.43 % 0.68 % 2.76 % 0.12 % 2.63 % 0.00 % 0.00 % 0.26 % 0.26 % 1.96 % 0.01 % 0.07 % 0.00 % 3.69 % 0.88 % 2.80 % $ 8,912 35.47 %
OSHC

Ocean Shore Holding Co. of NJ
0.48 % 3.33 % 0.84 % 2.49 % 0.09 % 2.40 % 0.00 % -0.01 % 0.45 % 0.44 % 2.07 % 0.00 % -0.01 % 0.00 % 3.51 % 0.95 % 2.56 % $ 5,997 35.59 %
THRD

TF Financial Corporation of PA (1)
0.85 % 4.00 % 0.58 % 3.42 % 0.32 % 3.10 % 0.00 % -0.09 % 0.84 % 0.75 % 2.74 % 0.00 % -0.08 % 0.00 % 4.26 % 0.67 % 3.60 % $ 4,440 27.71 %
WFD

Westfield Fin. Inc. of MA
0.50 % 3.20 % 0.84 % 2.37 % -0.03 % 2.40 % 0.00 % -0.02 % 0.07 % 0.05 % 2.09 % 0.00 % 0.25 % 0.00 % 3.38 % 0.98 % 2.40 % $ 6,389 25.06 %
(1) Financial information is for the twelve months ended June 30, 2013.
III.13

Sources of non-interest operating income provided a larger contribution to the Peer Groups earnings than the Companys, with such income amounting to 0.12%
and 0.41%, respectively. Historically, the Company has had relatively modest levels of fee generating activities, primarily due to a high concentration of CDs in the
deposit portfolio that do not generate notable levels of fee income. The Companys non-interest operating income consists substantially of fees and service charges
generated from the Companys retail banking activities, as well as income from the cash surrender of BOLI.
Clifton Bancorps operating expense ratio equaled 1.38% for the twelve months ended September 30, 2013, which was approximately half the level of the Peer
Group median of 2.74%. The Company has been effective in limiting operating expenses, by maintaining a relatively large average branch size, focusing on a limited
menu of loan products and by funding operations with CDs and borrowings, which entail a limited non-interest cost to acquire and service. Operating expenses are
expected to increase modestly on a post-Offering basis as a result of the expense of the additional stock-related benefit plans, which the Company will seek to offset
through balance sheet growth and by reinvestment of the Offering proceeds.
Clifton Bancorps efficiency ratio (operating expenses as a percent of the sum of non-interest operating income and net interest income) of 59.5% is more
favorable than the Peer Groups ratio of 84.1%, as the Companys lower net interest income and lower non-interest income were offset by lower operating expenses.
Loan loss provisions were modestly lower for the Company as compared to the Peer Group median, with loan loss provisions equaling 0.10% and 0.15% of average
assets, respectively. The low levels of loan provisions established by the Company and the Peer Group was supported by their relatively favorable credit quality
measures.
Non-operating income/expense for the Company and the Peer Group were at minimal levels, as net non-operating gains equaled 0.05% of average assets for
Clifton Bancorp, in comparison to the Peer Groups average and median net non-operating gains of 0.15% and 0.16%, respectively. The Companys non-operating
income primarily consisted of a net gain on the sale of securities, only partially offset by a small loss on the disposal of fixed assets.
Taxes had a slightly greater impact on the Companys earnings in comparison to the Peer Group, with average tax rates of 33.92% and 32.08%, respectively, for
the most recent twelve month period . As indicated in the prospectus, the Companys effective marginal tax rate is equal to 40.0%.
RP

Financial, LC. PEER GROUP ANALYSIS
III. 14

Loan Composition
Table 3.4 presents data related to the comparative loan portfolio composition (including the investment in MBS). The Companys loan portfolio composition
reflected a higher concentration of 1-4 family permanent mortgage loans and MBS relative to the Peer Group median (76.49% of assets versus 46.69% of assets for the
Peer Group), reflective of the Companys traditional thrift business model. The Company did not report a balance of loans serviced for others or servicing assets, while
seven of the ten Peer Group companies reported a balance of loans serviced for others and eight of the ten Peer Group companies maintained relatively modest balances
of loan servicing intangibles.
Table 3.4
Loan Portfolio Composition and Related Information
Comparable Institution Analysis
As of September 30, 2013



Copyright (c) 2013 by RP

Financial, LC.

Diversification into higher risk and higher yielding types of lending was more significant for the Peer Group compared to the Company, as the ratio of such
loans equaled 23.89% versus 4.02% for the Company. This is reflected in the Companys lower risk weighted assets-
RP

Financial, LC. PEER GROUP ANALYSIS
Portfolio Composition as a Percent of Assets
Institution MBS
1-4
Family
Constr.

& Land
Multi-
Family Comm RE
Commerc.

Business Consumer
RWA/

Assets
Serviced
For Others
Servicing

Assets
(%) (%) (%) (%) (%) (%) (%) (%) ($000) ($000)
Clifton Savings Bancorp, Inc. 29.19 % 47.30 % 0.05 % 2.05 % 1.83 % 0.00 % 0.09 % 42.82 % $ 0 $ 0
All Public Companies
Averages 12.50 % 32.88 % 3.00 % 6.29 % 16.71 % 4.24 % 1.81 % 63.21 % $ 1,581,866 $ 15,859
Medians 10.67 % 30.84 % 2.19 % 2.20 % 16.99 % 3.00 % 0.36 % 64.03 % $ 33,410 $ 305
State of NJ
Averages 15.77 % 32.19 % 1.54 % 9.17 % 18.98 % 2.79 % 0.34 % 58.32 % $ 220,611 $ 1,695
Medians 13.39 % 30.67 % 1.45 % 1.62 % 16.45 % 2.18 % 0.08 % 57.17 % $ 2,020 $ 3
Comparable Group
Averages 16.98 % 36.03 % 1.98 % 6.53 % 17.57 % 5.15 % 1.10 % 63.44 % $ 168,807 $ 1,417
Medians 12.66 % 34.03 % 1.26 % 2.52 % 15.93 % 4.06 % 0.12 % 64.39 % $ 15,280 $ 268
Comparable Group
BLMT BSB Bancorp, Inc. of MA 9.68 % 37.39 % 2.04 % 11.17 % 18.33 % 0.28 % 9.26 % 69.85 % $ 63,300 $ 378
BKMU Bank Mutual Corp of WI 27.04 % 28.86 % 4.58 % 11.00 % 10.94 % 6.51 % 0.88 % 63.56 % $ 1,159,340 $ 8,889
CBNJ Cape Bancorp, Inc. of NJ (1) 7.96 % 30.67 % 1.24 % 2.67 % 30.67 % 7.01 % 0.07 % 72.95 % $ 2,020 $ 3
ESSA ESSA Bancorp, Inc. of PA 15.63 % 54.53 % 1.27 % 1.50 % 7.68 % 0.64 % 0.16 % 58.08 % $ 0 $ 382
FBNK First Connecticut Bancorp of CT 0.55 % 41.91 % 4.58 % 4.31 % 25.09 % 11.13 % 0.10 % 73.30 % $ 283,090 $ 2,888
FXCB Fox Chase Bancorp, Inc. of PA 29.75 % 17.15 % 0.70 % 1.57 % 28.77 % 12.95 % 0.02 % 68.72 % $ 28,540 $ 157
NFBK Northfield Bancorp, Inc. of NJ 33.38 % 6.82 % 0.70 % 27.97 % 14.23 % 1.61 % 0.07 % 65.21 % $ 0 $ 0
OSHC Ocean Shore Holding Co. of NJ 7.69 % 58.12 % 2.43 % 0.41 % 8.15 % 0.91 % 0.08 % 41.88 % $ 0 $ 4
THRD TF Financial Corporation of PA (1) 6.81 % 66.05 % 1.25 % 2.31 % 15.01 % 0.82 % 0.26 % 61.40 % $ 150,300 $ 1,471
WFD Westfield Fin. Inc. of MA 31.33 % 18.78 % 0.96 % 2.38 % 16.85 % 9.67 % 0.14 % 59.46 % $ 1,480 $ 0
(1) As of the quarter ended June 30, 2013.
Source: SNL Financial LC. and RP

Financial, LC. calculations. The information provided in this table has been obtained from sources w e believe are reliable, but w
e cannot guarantee the accuracy or completeness of such information.
III. 15

to-assets ratio of 42.82% versus the Peer Groups average and median ratios of 63.44% and 64.39%. The majority of the Companys higher risk lending is in CRE and
multi-family lending, while commercial mortgage and non-mortgage loans make up the majority of the Peer Groups higher risk loans. The management of Clifton
Bancorp has indicated an intent to more actively diversify the loan portfolio into CRE and multi-family lending, but the change to the loan portfolio composition is
expected to be modest given the targeted loan volumes projected, respectively.
Credit Risk
Overall, based on a comparison of credit quality measures, the Companys credit risk exposure was considered to be more favorable in comparison to the Peer
Group, mainly due to Clifton Bancorps low credit risk lending and conservative underwriting strategies. As shown in Table 3.5 below, the Companys NPAs/assets and
NPLs/loans ratios equaled 0.50% and 0.90%, respectively, versus comparable median measures of 1.79% and 2.01% for the Peer Group.
Table 3.5
Credit Risk Measures and Related Information
Comparable Institution Analysis
As of September 30, 2013



Copyright (c) 2013 by RP

Financial, LC.

RP

Financial, LC. PEER GROUP ANALYSIS
Institution
REO/
Assets
NPAs &
90+Del/
Assets (1)
NPLs/
Loans (1)
Rsrves/

Loans
Rsrves/
NPLs (1)
Rsrves/
NPAs &
90+Del (1)
Net Loan
Chargeoffs
(2)
NLCs/
Loans
(%) (%) (%) (%) (%) (%) ($000) (%)
Clifton Savings Bancorp, Inc. 0.04 % 0.50 % 0.90 % 0.53 % 58.71 % 54.33 % $ 172 0.03 %
All Public Companies
Averages 0.37 % 2.69 % 3.37 % 1.42 % 67.52 % 50.38 % $ 899 0.27 %
Medians 0.15 % 1.87 % 2.50 % 1.28 % 50.11 % 44.41 % $ 202 0.12 %
State of NJ
Averages 0.41 % 3.25 % 4.17 % 1.23 % 53.93 % 41.68 % $ 858 0.37 %
Medians 0.09 % 2.01 % 2.69 % 1.30 % 51.54 % 44.25 % $ 633 0.14 %
Comparable Group
Averages 0.26 % 1.70 % 2.12 % 1.20 % 63.29 % 49.22 % $ 264 0.11 %
Medians 0.12 % 1.79 % 2.01 % 1.13 % 60.22 % 48.41 % $ 158 0.09 %
Comparable Group
BLMT BSB Bancorp, Inc. of MA 0.00 % 1.17 % 1.49 % 0.91 % 61.37 % 61.37 % $ 22 -0.02 %
BKMU Bank Mutual Corp of WI 0.40 % 1.44 % 1.51 % 1.55 % 102.82 % 66.37 % $ 479 0.13 %
CBNJ Cape Bancorp, Inc. of NJ (1) 0.69 % 2.01 % 1.73 % 1.29 % 74.42 % 46.41 % $ 228 0.12 %
ESSA ESSA Bancorp, Inc. of PA 0.15 % 2.34 % 3.21 % 0.86 % 26.80 % 25.40 % $ 920 0.39 %
FBNK First Connecticut Bancorp of CT 0.00 % 2.10 % 2.37 % 1.02 % 45.81 % 45.20 % $ 42 0.01 %
FXCB Fox Chase Bancorp, Inc. of PA 0.60 % 2.22 % 2.29 % 1.56 % 68.18 % 45.33 % $ 45 0.03 %
NFBK Northfield Bancorp, Inc. of NJ 0.02 % 1.71 % 3.27 % 1.93 % 59.06 % 58.20 % $ 523 0.15 %
OSHC Ocean Shore Holding Co. of NJ 0.09 % 0.80 % 1.02 % 0.58 % 56.55 % 50.40 % $ 66 0.04 %
THRD TF Financial Corporation of PA (1) 0.69 % 1.87 % 1.35 % 1.07 % 96.16 % 51.73 % $ 225 0.14 %
WFD Westfield Fin. Inc. of MA 0.00 % 1.38 % 2.95 % 1.18 % 41.74 % 41.74 % $ 91 0.06 %
(1) Includes TDRs for the Company and the Peer Group.
(2) Net loan chargeoffs are show n on a last tw elve month basis; Clifton Savings is for the six months ended September 30, 2013, on an annualized basis.
(3) Financial Information is for the quarter ending June 30, 2013.
Source: Audited and unaudited financial statements, corporate reports and offering circulars, and RP

Financial, LC. calculations. The information provided in this
table has been obtained from sources w e believe are reliable, but w e cannot guarantee the accuracy or completeness of such information.
III.16

Reserve coverage in relation to NPAs was more favorable for the Company (54.33%) than the Peer Group (48.41%), however reserves as a percentage of NPLs
and loans were lower for the Company at 58.71% and 0.53% than the comparable Peer Group medians of 60.22% and 1.13%. Net loan charge-offs as a percent of loans
were minimal for both the Company and the Peer Group, equaling 0.03% of loans and 0.09% of loans.
Interest Rate Risk
Table 3.6 on the following page reflects various key ratios highlighting the relative interest rate risk exposure of the Company versus the Peer Group on a pre-
Offering basis. In terms of balance sheet composition, Clifton Bancorps interest rate risk characteristics were considered to be more favorable than the comparable
measures for the Peer Group. Most notably, the Companys tangible equity-to-assets ratio and IEA/IBL ratio were higher than the comparable Peer Group ratios, while
the Companys non-interest earning assets were lower than the Peer Group average and median. On a pro forma basis, the infusion of stock proceeds should serve to
provide the Company with comparative advantages over the Peer Groups balance sheet interest rate risk characteristics, with respect to the increases that will be
realized in the Companys equity-to-assets and IEA/IBL ratios.
To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for Clifton
Bancorp and the Peer Group. In general, the fluctuations in the Companys ratios were similar to those experienced by the Peer Group, implying that the interest rate risk
associated with the Companys net interest income was similar in comparison to the Peer Group, based on the interest rate environment that prevailed during the period
covered in Table 3.6. The stability of the Companys net interest margin should be enhanced by the infusion of stock proceeds, as interest rate sensitive liabilities will be
funding a lower portion of Clifton Bancorps assets and the proceeds will be substantially deployed into interest-earning assets.
Importantly, the Companys primary lending strategy is focused on 1-4 family mortgage lending where demand is currently limited to fixed rate loans.
Accordingly, there is an inherent mismatch in the longer-term duration of loans, which possess a relatively high level of interest rate risk exposure, and the Companys
shorter-term funding liabilities. While the relative risk exposure in comparison to the Peer Group is difficult to quantify, it is believed that the Company earnings and
capital would be impacted more significantly by rising interest rates than the Peer Group.
RP

Financial, LC. PEER GROUP ANALYSIS
III. 17

Table 3.6
Interest Rate Risk Measures and Net Interest Income Volatility
Comparable Institution Analysis
As of September 30, 2013

NA=Change is greater than 100 basis points during the quarter.
Source: SNL Financial LC. and RP

Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we
cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2013 by RP

Financial, LC.

Summary
Based on the above analysis and the criteria employed in the selection of the companies for the Peer Group, RP Financial concluded that the Peer Group forms a
reasonable basis for determining the pro forma market value of Clifton Bancorp. In those areas where notable differences exist, we will apply appropriate valuation
adjustments in the next section.
RP

Financial, LC. PEER GROUP ANALYSIS
Balance Sheet Measures

Tangible

Equity/
Assets

IEA/
IBL

Non-Earn.
Assets/
Assets
Quarterly Change in Net Interest Income
Institution 9/30/2013 6/30/2013 3/31/2013 12/31/2012 9/30/2012 6/30/2012
(%) (%) (%) (change in net interest income is annualized in basis points)
Clifton Savings Bancorp, Inc. 17.4 % 116.1 % 5.3 % -3 -5 0 2 -3 4
All Public Companies 12.6 % 109.2 % 6.2 % 3 0 -6 -3 -2 2
State of NJ 11.5 % 100.5 % 6.3 % 4 -1 -4 -2 -1 -2
Comparable Group
Average 13.6 % 111.3 % 6.2 % 5 1 -8 -1 9 -3
Median 12.1 % 108.6 % 5.8 % 10 2 -6 -4 12 -2
Comparable Group
BLMT BSB Bancorp, Inc. of MA 14.1 % 114.8 % 3.0 % 10 -5 -6 -4 19 -25
BKMU Bank Mutual Corp of WI 11.8 % 108.0 % 8.1 % 14 4 8 18 17 -2
CBNJ Cape Bancorp, Inc. of NJ (1) 11.7 % 105.1 % 10.0 % NA 2 -7 -5 15 -2
ESSA ESSA Bancorp, Inc. of PA 11.1 % 108.4 % 6.6 % -12 2 -20 24 38 -1
FBNK First Connecticut Bncorp of CT 12.5 % 111.4 % 4.9 % -7 4 -36 4 7 -5
FXCB Fox Chase Bancorp, Inc. of PA 15.5 % 113.8 % 4.6 % 10 -6 1 -26 12 -13
NFBK Northfield Bancorp, Inc. of NJ 26.1 % 128.0 % 7.4 % 14 6 -5 -4 -5 -2
OSHC Ocean Shore Holding Co. of NJ 9.7 % 107.1 % 5.3 % 3 4 2 -5 -19 -7
THRD TF Financial Corp of PA (1) 11.1 % 107.7 % 6.0 % NA -5 -22 -11 11 17
WFD Westfield Fin. Inc. of MA 12.4 % 108.8 % 5.6 % 9 0 3 -2 -3 7
(1) Financial information is for the quarter ending June 30, 2013.
IV.1

IV. VALUATION ANALYSIS
Introduction
This section presents the valuation analysis and methodology, prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and
assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Companys conversion transaction.
Appraisal Guidelines
The federal regulatory appraisal guidelines required by the FRB and the OCC specify the pro forma market value methodology for estimating the pro forma
market value of a converting thrift. Pursuant to this methodology: (1) a peer group of comparable publicly-traded thrifts is selected; (2) a financial and operational
comparison of the converting thrift relative to the peer group is conducted to discern key differences, leading to valuation adjustments; and, (3) a valuation analysis in
which the pro forma market value of the converting thrift is determined based on the market pricing of the peer group as of the date of the valuation, incorporating
valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered.
RP Financial Approach to the Valuation
The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer
Group discussed in Section III, which constitutes fundamental analysis techniques. Additionally, the valuation incorporates a technical analysis of recently
completed stock conversions, including closing pricing and aftermarket trading of such offerings, as well as high equity public thrifts. It should be noted that these
valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.
The pro forma market value determined herein is a preliminary value for the Companys to-be-issued stock. Throughout the conversion process, RP Financial
will: (1) review changes in Clifton Bancorps operations and financial condition; (2) monitor Clifton Bancorps operations and financial condition relative to the Peer
Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest
rates, and the stock market environment, including the market for
RP

Financial, LC. VALUATION ANALYSIS
IV . 2

thrift stocks and Clifton Bancorps stock specifically; and, (4) monitor pending conversion offerings (including those in the offering phase), both regionally and
nationally. If material changes should occur during the conversion process, RP Financial will evaluate if updated valuation reports should be prepared reflecting such
changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the Offering to determine if the prepared
valuation analysis and resulting range of value continues to be appropriate.
The appraised value determined herein is based on the current market and operating environment for the Company and for all thrifts. Subsequent changes in the
local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major
world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including Clifton
Bancorps value, or Clifton Bancorps value alone. To the extent a change in factors impacting the Companys value can be reasonably anticipated and/or quantified, RP
Financial has incorporated the estimated pro forma impact into the analysis.
Valuation Analysis
A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key
differences between the Company and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and
weaknesses of the Company relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary
market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also
considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Company coming to market at this time.

The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity,
capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Companys and the Peer
Groups financial condition are noted as follows:
RP

Financial, LC. VALUATION ANALYSIS
1. Financial Condition
IV . 3





RP

Financial, LC. VALUATION ANALYSIS

Overall Asset/Liability Composition . In comparison to the Peer Group, the Companys IEA composition showed a lower concentration of loans and a
higher concentration of cash and investments. Lending diversification into higher risk and higher yielding types of loans was more significant for the Peer
Group, as the Company reported a higher percentage of its loan portfolio in residential lending (inclusive of investment in MBS). Due to this greater
concentration in residential loans and securities, Clifton Bancorp reported a lower RWA ratio in comparison to the Peer Group. The Companys IEA
composition results in a lower comparative yield. While the Company has indicated the intent to expand the higher yielding commercial and multi-family
mortgage loan portfolios over time, the change is expected to be gradual. The Companys IBL cost was higher than the Peer Groups cost of funds.
Overall, the Company maintained a higher level of interest-earning assets and a lower level of interest-bearing liabilities compared to the Peer Groups
ratios, which resulted in a higher IEA/IBL ratio for the Company of 116.1% versus 105.9% for the Peer Group. After factoring in the impact of the net
stock proceeds, the Companys IEA/IBL ratio should exceed the Peer Groups ratio by greater amount.

Credit Quality. Key credit quality measures for Clifton Bancorp were generally more favorable than the Peer Group, due to the Companys low credit risk
lending strategy. Specifically, the ratio of other real estate owned (OREO)/assets, NPAs/assets and NPLs/loans were lower than the comparable Peer
Group ratios. Loss reserves as a percent of NPLs and total loans fell below the Peer Groups average and median ratios, while reserve coverage in terms of
NPAs was slightly more favorable than the Peer Group. Net loan charge-offs as a percent of loans for the Company fell below the average and median of
the Peer Group. As noted above, the Companys RWA ratio was lower than the Peer Groups average and median ratios, as well.

Balance Sheet Liquidity . The Companys currently higher level of cash and investment securities will be increase on a post conversion basis. The majority
of Clifton Bancorps current investment portfolio is classified as HTM which limits the ability to convert a significant portion of the portfolio to cash
except by utilizing the portfolio as collateral for borrowings. Following the infusion of net stock proceeds, the Companys cash and investments ratio is
expected to increase as the proceeds retained at the holding company level will be initially deployed into shorter term investment securities, while proceeds
infused into the Bank will be deployed into investments, pending the longer-term deployment into loans. The Companys future borrowing capacity is
considered to be greater than the Peer Group, given the lower level of borrowings.

Funding Liabilities . Although the Companys IBL composition reflects a similar level of deposits and a lower concentration of borrowings relative to the
Peer Group, the Company has a higher cost of funds due to a higher proportion of CDs. The Companys total IBL ratio is comparatively lower due to its
higher capital position. Following the Offering, this advantage will increase.

Tangible Equity . The Company currently higher tangible equity ratio will be strengthened relative to the Peer Group, providing it greater leverage
capacity, lower dependence on IBL to fund assets and a greater capacity to absorb unanticipated losses. At the same time, this greater capital surplus will
make it difficult to achieve a competitive ROE and the strategic plan indicates the post conversion growth will be modest.
IV . 4

On balance, Clifton Bancorps balance sheet financial condition was considered to be more favorable than for the Peer Group, therefore, we have applied a slight
upward adjustment for the Companys financial condition relative to the Peer Group.

Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of a financial institutions earnings stream and the prospects
and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation
are described below.



RP

Financial, LC. VALUATION ANALYSIS
2. Profitability, Growth and Viability of Earnings

Earnings . Clifton Bancorp reported ROAA of 0.59% for the last twelve months exceeded the Peer Group ratio of 0.51%, and there was limited difference
between reporting and estimated core earnings for both the Company and the Peer Group. The Companys higher profitability was supported by a lower
ratio of loan loss provisions and lower level of operating expenses, which was partially offset by the lower level of net interest income and noninterest
income in comparison to the Peer Group. Reinvestment and leveraging of the pro forma equity position will serve to increase the Companys earnings,
although the expense of the stock benefit plans will limit the initial earnings increase. While the Company is planning to undertake loan growth and
diversify lending to increase its competitive profile and improve earnings and interest rate risk, such growth is anticipated to be relatively modest, initially.

Interest Rate Risk . Quarterly changes in the net interest income ratio for the Company and Peer Group indicated a similar degree of volatility. Other
measures of interest rate risk, such as the tangible equity ratio and the Companys IEA/IBL ratio were more favorable than the Peer Group. On a pro forma
basis, the infusion of stock proceeds can be expected to provide the Company with equity-to-assets and IEA/IBL ratios that will exceed the Peer Group
ratios, as well as enhance the stability of the Companys net interest margin through the reinvestment of stock proceeds into IEA. At the same time, while
empirical data regarding interest rate risk for the Peer Group is not consistently available, the Companys business model focused on fixed rate 1-4 family
mortgage lending funded by short term deposits has created a liability sensitive position for the Companythe decline in the NPV ratio pursuant to a 200
basis point rate increase is 31.7%, which reflects a significant level of risk exposure in a rising interest rate environment.

Credit Risk . Loan loss provisions were a less significant factor in the Companys profitability, in comparison to the Peer Group. In terms of future
exposure to credit quality related losses, the Company maintained a slightly lower concentration of assets in loans and less lending diversification into
higher credit risk loans, which resulted in a lower risk weighted assets-to-assets ratio than the Peer Groups average and median ratio. NPAs and NPLs
were lower for the Company compared to the Peer Group while reserve coverage in relation to NPAs was higher, indicative of the Companys more
favorable credit quality. Reserve coverage in terms of loans and NPLs was lower than the Peer Group, however.


On balance, Clifton Bancorps pro forma earnings strength was considered to be slightly less favorable than the Peer Groups, primarily considering the
Companys relative interest rate risk exposure and pro forma ROE. Accordingly, a slight downward adjustment was applied for profitability, growth and viability of
earnings.

Clifton Bancorps assets increased at an annual rate of 4.50% during the most recent twelve month period, above the Peer Groups asset growth of 1.77%, based
on the median over the same time period. Six of the ten Peer Group companies reported asset growth over the most recent twelve month period. The Companys asset
growth is primarily attributable to the aforementioned Board mandated initiative to increase overall yields and profitability by expanding the loan portfolio and shifting
available funds from investment securities into higher yielding loans. Conversely, the Peer Group experienced comparatively less growth in their cash and investment
portfolio than their relative loan portfolios. On a pro forma basis, the Companys tangible equity-to-assets ratio will exceed the Peer Groups tangible equity-to-assets
ratio, indicating greater leverage capacity for the Company. The Companys pro forma capital coupled with recent management and board initiatives to expand the loan
portfolio and implement a business plan which may be more oriented toward growth led us to apply a slight upward adjustment for asset growth.
RP

Financial, LC.

VALUATION ANALYSIS
IV.5

Earnings Growth Potential . Several factors were considered in assessing earnings growth potential. First, the Company maintained a less favorable interest
rate spread than the Peer Group, which would tend to support a stronger net interest margin going forward for the Peer Group. Second, the infusion of
stock proceeds will increase the Companys earnings growth potential with respect to increasing earnings through leverage. While the Company will be
implementing a business plan to pursue earnings growth based on moderate loan growth, including diversification focused on expansion of the commercial
mortgage portfolio, the impact to earnings is expected to be realized only gradually and the plan will entail execution risk. Additionally, the Company may
be hindered in its efforts by its current electronic data processing systems and the ability to upgrade its current systems may entail time and expense.

Return on Equity . While the Companys core ROE currently falls between the average and median of the Peer Group core ROE, on a pro forma basis, the
Companys earnings increase will be limited whereas the equity will increase considerably, thus resulting in a less favorable pro forma ROE relative to the
Peer Group.
3. Asset Growth

The general condition of an institutions market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in
the local market served. Clifton Bancorps primary market area for loans and deposits is considered to be northeast New Jersey where the Company maintains its 12
branch offices. The Company operates through seven branches in Passaic County and five branches within Bergen County. Within these markets, the Company faces
significant competition for loans and deposits from other financial institutions, including similarly sized community banks with a more focused market, along with larger
institutions which provide a broader array of services and have significantly larger branch networks. However, the Peer Group companies also face numerous and/or
larger competitors.
Demographic and economic trends and characteristics in the Companys primary market area are comparable to the primary market areas served by the Peer
Group companies (see Exhibit III-2). In this regard, the total population of the two county market area, on average, is higher than the average of the Peer Groups
primary markets. However, Passaic Countys population falls below the Peer Group market average, while Bergen County was above the average of the Peer Group
markets. The 2010-2012 population growth rates for Passaic and Bergen Counties fall below the Peer Group markets average, while projections for the 2012-2017
period are more favorable for Bergen County in comparison to the Peer Group while Passaic Countys population growth is projected to be similar to the Peer Group.
Per capita income levels in the Companys primary market area shows that Passaic County income levels are below the Peer Group market average and Bergen County
is higher than the Peer Groups markets, reflective of differences within the Companys densely populated markets which include both urban and inner city areas, as
well as affluent suburban markets. The deposit market share exhibited by the Company in both Passaic and Bergen Counties were lower than the Peer Group average,
indicative of highly competitive markets. Unemployment rates for the markets served by the Peer Group companies were all lower than the unemployment rate exhibited
in Passaic County, largely representative of the more urbanized inner city area within the county. Conversely, the unemployment rate reported in Bergen County was
more favorable than the Peer Group market average and median, revealing the more wealthy suburban neighborhoods within the county. Unemployment rates for the
markets served by the Peer Group companies of 7.9% and 8.0% for the average and median were more favorable in comparison to Passaic Countys unemployment rate
of 10.2% (higher than all the Peer Group markets), but were less favorable to Bergen Countys lower unemployment rate of 7.3%.
RP

Financial, LC.

VALUATION ANALYSIS
IV.6
4. Primary Market Area
IV . 7

On balance, we concluded that no adjustment was appropriate for the Companys market area.

The Company has paid a quarterly dividend of $0.06 per share in recent periods and Clifton Bancorp has indicated its intention to continue to pay a quarter
dividend, albeit at a lower rate of $0.05 per share or $0.20 per share annually, equal to a 2% dividend yield based on a $10.00 per share price. Future declarations of
dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax
considerations, minimum capital requirements, regulatory limitations, stock market characteristics, and general economic conditions.
Nine of the ten Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.77% to 3.32%. The median dividend yield on the
stocks of the Peer Group institutions was 1.86% as of November 15, 2013, representing a median payout ratio of 33.81% of earnings. The Companys pro forma payout
ratio at the midpoint of the Offering range was an estimated 106.66%, based on historical earnings incorporating the pro forma impact of the Offering. As of
November 15, 2013, 71% of all fully-converted publicly-traded thrifts had adopted cash dividend policies (see Exhibit IV-1), exhibiting a median yield of 1.41%. The
dividend paying thrifts generally maintain higher than average profitability ratios, facilitating their ability to pay cash dividends.
The Companys indicated dividend policy provides for a dividend yield which is within the range indicated by the Peer Group, but at a much higher payout ratio
in relation to the Peer Group. While the Companys tangible equity ratio will be at levels exceeding the Peer Groups ratios across the Offering range and will support
Clifton Bancorps dividend paying capacity from a capital perspective, the much higher payout ratio will be a limiting factor in the dividend growth potential for the
Company in comparison to the Peer Group.
Overall, we concluded that a slight downward adjustment was warranted for the dividends valuation parameter in comparison to the Peer Group.
RP

Financial, LC. VALUATION ANALYSIS
5. Dividends

The Peer Group is by definition composed of companies that are traded in the public markets. All ten of the Peer Group members trade on NASDAQ. Typically,
the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of
the Peer Group companies ranged from $87.1 million to $726.0 million as of November 15, 2013, with average and median market values of $219.6 million and $139.6
million, respectively. The shares issued and outstanding to the public shareholders of the Peer Group members ranged from 3.1 million to 57.9 million, with average and
median shares outstanding of 19.7 million and 12.2 million. The Companys Second Step Conversion is expected to provide for pro forma shares outstanding that will
be in the range of the shares outstanding indicated for the Peer Group companies. The market capitalization of the Company at the midpoint of the Offering range will be
above the Peer Group average and median values. Like all of the Peer Group companies, the Companys stock will continue to be quoted on the NASDAQ following the
Second Step Conversion. Overall, we anticipate that the Companys stock will have a comparable trading market as the Peer Group companies, on average, and
therefore, concluded no adjustment was necessary for this factor.

We believe that four separate markets exist for thrift stocks, including those coming to market such as Clifton Bancorp: (A) the after-market for public companies,
in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (B) the
new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis without the benefit of prior operations as a fully-
converted publicly-held company and stock trading history; (C) the acquisition market for thrift franchises in New Jersey; and, (D) the market for the public stock of
Clifton Bancorp. All of these markets were considered in the valuation of the Companys to-be-issued stock.

The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing
and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected
rates of economic growth,
RP

Financial, LC.

VALUATION ANALYSIS
IV.8
6. Liquidity of the Shares
7. Marketing of the Issue
A. The Public Market
IV.9

regulatory issues, and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price
index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.
In terms of assessing general stock market conditions, the overall stock market has generally trended higher in recent quarters. However, stocks pulled back at the
start of the second quarter of 2013, as investors reacted to disappointing readings for manufacturing and service sector activity and the weaker-than-expected jobs report
for March. The release of the Federal Reserves policy meeting details, which indicated that the Federal Reserve remained committed to easy monetary policy, fueled
broader stock market gains heading into mid-April. Mixed first quarter earnings reports and growing concerns of a global economic slowdown provided for an up and
down stock market during the second half of April, while a rally in technology stocks lifted the S&P 500 to record highs at the end of April. The broader stock market
rally continued during the first half of May, as the DJIA closed above 15000 for the first time and the S&P 500 closed at record highs for five consecutive sessions.
Factors contributing to the rally were some strong earnings reports coming out of the technology sector, the April employment report showing stronger-than-expected
job growth, expectations that stocks would continue to benefit from the Federal Reserves stimulus policies, and as reading on consumer sentiment rose to its highest
level in nearly six years. The broader stock market traded unevenly through the second half of May, as investors reacted to mixed signals from the Federal Reserve on
how long its current monetary policy would continue. After closing at a record high on May 28th, the DJIA pulled back at the close of May as some strong economic
reports pushed interest rates higher and further fueled the debate on when the Federal Reserve would scale back on its bond buying program. The broader stock market
moved lower in mid-June 2013, as concerns mounted over whether the worlds central banks would start to rein in their stimulus programs. Worries about Chinas
economy slowing down and the Federal Reserves plans to unwind its bond buying program furthered stock market losses heading into the close of the second quarter,
which was followed by a rally to close out the second quarter.
The rally in the broader stock market continued during the first half of July 2013, as the DJIA closed at multiple new highs in mid-July. Some favorable economic
data and assurances from the Federal Reserve that it would continue its easy monetary policies were noteworthy factors that fueled the gains in the broader stock market.
The broader stock market traded in a narrow range during the second half of July, as investors digested some mixed second quarter earnings reports and awaited fresh
data on the economy. Economic data
RP

Financial, LC. VALUATION ANALYSIS
IV.10

showing a pick-up in manufacturing activity and new unemployment claims hitting a five-year low propelled the DJIA to a new record high at the beginning of August.
Following sluggish job growth reflected in the July employment report and lowered sales forecast by some retailers, stocks retreated heading into mid-August and
continued through the end of the month, with the DJIA hitting a two-month low in late-August. Ongoing worries about the tapering of the economic stimulus by the
Federal Reserve and the prospect of a military strike on Syria were noteworthy factors that contributed to the downturn. Some favorable economic reports, as well as
subsiding investor concerns about Syria and the Federal Reserve scaling back its easy monetary policies, helped stocks to regain some upward momentum during the
first half of September, although stocks reversed course and traded down to close out the third quarter, which was attributed to renewed fears over the Federal Reserve
scaling back its financial stimulus program and mounting concerns over the budget standoff in Washington.
Stocks fell broadly at the beginning of the fourth quarter of 2013, as investors weighed the consequences of the budget impasse in Washington and the possibility
of an extended shutdown of the U.S. Government. Indications that lawmakers were nearing a deal to raise the federal debt ceiling and end the shutdown of the U.S.
Government fueled a stock market rally heading into mid-October. A last minute compromise to raise the debt ceiling, which averted a default on the national debt and
allowed for the re-opening of the U.S. Government sustained the positive trends in stocks through late-October. The DJIA closed at a record high in late-October, as
weaker-than-expected job growth reflected in the September employment data and subdued inflation readings raised expectations that the Federal Reserve would stay
the course on its easy monetary policies at its end of October meeting. An overall strong month for stocks closed with consecutive losses at the end of October, as
investors who were expecting the Federal Reserve to downgrade its economic outlook were surprised that the Federal Reserves assessment of the economy was
unchanged and, thereby, raised expectations that it could taper its stimulus efforts as early as its next policy meeting in December. Favorable reports on manufacturing
and nonmanufacturing activity in October, along with comments from a Federal Reserve President, suggesting that the Federal Reserve should wait for stronger
evidence of economic momentum before tapering its bond-buying program, contributed to a rebound in stocks at the start of November. Stocks continued a relatively
strong upward trend in the first half of November, as a strong jobs report, increases in factory orders and a non-manufacturing employment index pushed the major stock
indices higher. The Dow Industrials and other indexes set a number of all-time records in the first two
RP

Financial, LC. VALUATION ANALYSIS
IV.11

weeks of November, with the Dow setting an all-time high on November 15. On November 15, 2013, the DJIA closed at 15961.70, an increase of 27.3% from one year
ago and an increase of 21.8% year-to-date, and the NASDAQ Composite Index closed at 3985.97, an increase of 40.5% from one year ago and an increase of 32.0%
year-to-date. The S&P 500 closed at 1798.18 on November 15, 2013, an increase of 32.9% from one year ago and an increase of 26.1% year-to-date.
The market for thrift stocks has also generally shown a positive trend in recent quarters, although disappointing job growth reflected in the March employment
report contributed to a decline in thrift stocks at the start of the second quarter of 2013. Thrift shares spiked higher on news that the Federal Reserve remained committed
to its stimulus program and then declined in mid-April, as initial first quarter earnings reports posted by some of the large banks generally showed a continuation of net
interest margin erosion. Thrift stocks strengthened in the second half of April, as financial stocks benefitted from favorable reports on the housing sector. The favorable
employment report for April provided a boost to thrift stocks in early-May, which was followed by narrow trading into mid-May. Indications from the Federal Reserve
that it remained committed to its bond purchase program contributed to an advance in thrift stocks heading into the second half of May and after trading in a narrow
range, thrift stocks faltered at the close of May as interest rate sensitive issues were hurt by the rise in long-term Treasury yields. Thrift stocks edged lower at the start of
June ahead of the release of the May employment report, which was followed by a slight uptick in thrift prices as employment data for May subdued concerns that the
Federal Reserve would be curtailing its stimulus program in the near future. After trading in a narrow range through most of June, calming words from the Federal
Reserve and better-than-expected economic data contributed to an upswing in thrift stocks to close out the second quarter.
The rally in thrift stocks gained momentum at the start of the third quarter of 2013, as June employment data showed job growth beating expectations. Financial
shares led the broader stock market higher heading into the second half of July, as some large banks beat second quarter earnings estimates. Thrift stocks edged lower at
the end of July, however, as investors took some profit following the extended run-up in thrift prices. Some favorable economic data boosted thrift shares at the
beginning of August, which was followed by a downturn amid indications from the Federal Reserve that tapering of quantitative easing was becoming more likely. After
trading in a narrow range through mid-August, financial shares sold-off in late-August on the threat of a military strike on Syria and a weak report on consumer
RP

Financial, LC. VALUATION ANALYSIS
IV.12

spending. Thrift stocks rebounded along with the broader stock market during the first half of September, which was followed by a slight downturn on expectations that
the Federal Reserve could begin tapering its monthly asset purchases at its next meeting and the looming threat of the budget impasse shutting down the U.S.
government.
Thrift issues stabilized at the start of the fourth quarter of 2013 and then traded lower as the budget impasse in Washington continued into a second week. A deal
to raise the federal debt ceiling and reopen the U.S. Government lifted thrift stocks and the broader stock market to healthy gains in mid-October. Third quarter earnings
reports and signs of merger activity picking up in the thrift sector boosted thrift shares in late-October, which was followed by a slight downturn at the end of October
and into early-November as the Federal Reserve concluded its two day meeting by staying the course on quantitative easing and the benchmark interest rate. Thrift
stocks generally followed the stock market trends in the first half of November as certain positive economic reports (job creation and inflation) provide an upward push.
The Mortgage Bankers Association released data indicating a slowdown in mortgage applications, but such new was over-shadowed by other positive indicators
including higher year over year home prices and no specific news regarding Fed tapering. The major thrift indices continued an upward trend. On November 15, 2013,
the SNL Index for all publicly-traded thrifts closed at 679.1, an increase of 28.7% from one year ago and an increase of 20.0% year-to-date.

In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the
Companys pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting
issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock
issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax
rates, stock plan purchases, etc., which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing
of converting and existing issues is perhaps no clearer than in the case of the price/book (P/B) ratio in that the P/B ratio of a converting thrift will typically result in a
discount to book value whereas in the current market for existing thrifts the P/B ratio may reflect a premium to book value. Therefore, it is appropriate to also consider
the market for new issues, both at the time of the conversion and in the aftermarket.
RP

Financial, LC. VALUATION ANALYSIS
B. The New Issue Market
IV.13

As shown in Table 4.1, three second step conversions have been completed during the past three months, which is considered to be the most relevant for Clifton
Bancorps pro forma pricing. Two out of the three recent second step conversion offerings were closed at the top of their respective ranges and one was closed between
the minimum and midpoint of its offering range. The average and median closing pro forma price/tangible book ratios of the three recent second step conversion
offerings equaled 66.1% and 68.5%. The three second step conversion offerings had price appreciation of 9.5% and 7.5% after their first week of trading based on the
average and median, which as of November 15, 2013, increased to average and median price increases of 12.9% and 15.0% from their respective initial public offering
(IPO) prices.
Importantly, there are some key differences between the Company and the recent second step conversions. The three recent second step conversions, which all
closed their offerings in October 2013 at P/TB ratios ranging from 51.8% to 78.0%, had a higher level of NPAs on a pre-conversion basis (3.54% average NPAs/assets)
and were less profitable on a trailing twelve month basis (pro forma core ROA average of 0.1%). Additionally, the gross proceeds of the offerings averaged $29.9
million and thus, the post-conversion market capitalization and expected liquidity of the newly-issued shares for Clifton Bancorp will be well in excess of the recent
second step conversions. Moreover, other differences exist in these recent conversions, including the smaller asset sizes (average of $271 million) and lower equity on a
pre-conversion basis (average equity/assets of 10.61%).
The most recent second step conversion was within New Jersey, completed by Delanco Bancorp, Inc. (Delanco Bancorp) on October 18, 2013. Delanco
Bancorp closed its offering slightly below the midpoint at a P/TB ratio of 51.8%. The comparatively low pricing, in relation to the Companys pro forma P/TB, is
reflective of the Companys subsidiary banks status under a regulatory agreement, unfavorable asset quality, unprofitable operations, smaller asset size ($130 million)
and lower gross proceeds ($4.2 million).
The most comparable recent second step conversion offering of the three recent offerings completed, was that of Prudential Bancorp, Inc. (Prudential Bancorp),
located in Philadelphia, Pennsylvania. Prudential Bancorp completed its offering as of October 10, 2013, selling to the maximum of its offering range and raising gross
proceeds of $71.4 million, resulting in a pro forma market capitalization of $95.5 million. Prudential Bancorp closed its offering at a P/TB ratio of 78.0% and had traded
up by 7.1% in aftermarket trading through November 15, 2013.
RP

Financial, LC. VALUATION ANALYSIS
IV.14

Table 4.1
Pricing Characteristics and After-Market Trends
Recent Conversions Completed in Last Three Months

Note: *Appraisal performed by RPFinancial; BOLD = RPFin. Did the business plan, NTNot Traded; NANot Applicable, Not Available; C/S-Cash/Stock.

November 15, 2013
RP

Financial, LC. VALUATION ANALYSIS
Institutional Information Pre-Conversion Data
Offering Information
Contribution
to Char.
Found.
Insider Purchases
Initial

Div.
Yield
Pro Forma Data
IPO
Price Institution

Conversion

Date

Ticker
Financial Info. Asset Quality % Off Incl. Fdn.+Merger Shares
Pricing
Ratios(2)(5) Financial Charac.

Assets

Equity/

Assets

NPAs/

Assets

Res.
Cov.
Excluding Foundation
Form

% of
Public

Off.
Excl.
Fdn.
Benefit Plans
Mgmt.&

Dirs.

P/TB

Core
P/E

P/A

Core

ROA

TE/A

Core

ROE


Gross
Proc.
%
Offer
% of
Mid.
Exp./

Proc. ESOP
Recog.

Plan
Stk
Option
($Mil) (%) (%) (%) ($Mil) (%) (%) (%) (%) (%) (%) (%) (%)(1) (%) (%) (X) (%) (%) (%) (%) (%)
Standard Conversions

None

Second Step Conversions

Delanco
Bancorp,
Inc. - NJ* 10/18/13 DLNO-OTCQB $ 130 8.73 % 6.11 % 18 %$ 4.2 56 % 99 % 20.7 % N.A. N.A. 4.5 % 0.0 % 4.6 % 5.0 % 0.00 % 51.8 % NM 5.7 % -0.2 % 11.0 % -1.6 % $ 8.00
Prudential
Bancorp,
Inc. - PA 10/10/13 PBIP-NASDAQ $ 466 12.69 % 1.33 % 48 %$ 71.4 75 % 115 % 3.5 % N.A. N.A. 4.0 % 4.0 % 10.0 % 0.3 % 0.00 % 78.0 % 46.19 18.0 % 0.4 % 23.1 % 1.7 % $ 10.00
AJS
Bancorp,
Inc. - IL 10/10/13 AJSB-OTCQB $ 216 10.42 % 3.17 % 39 %$ 14.1 61 % 132 % 8.0 % N.A. N.A. 8.0 % 4.0 % 10.0 % 5.0 % 0.00 % 68.5 % NM 10.2 % -0.1 % 14.9 % -0.4 % $ 10.00
AveragesSecond Step Conversions:
$ 271 10.61 % 3.54 % 35 %$ 29.9 64 % 115 % 10.7 % N.A. N.A. 5.5 % 2.7 % 8.2 % 3.4 % 0.00 % 66.1 % 46.2x 11.3 % 0.1 % 16.3 % -0.1 % $ 9.33
MediansSecond Step Conversions:
$ 216 10.42 % 3.17 % 39 %$ 14.1 61 % 115 % 8.0 % N.A. N.A. 4.5 % 4.0 % 10.0 % 5.0 % 0.00 % 68.5 % 46.2x 10.2 % -0.1 % 14.9 % -0.4 % $ 10.00
AveragesAll Conversions:
$ 271 10.61 % 3.54 % 35 %$ 29.9 64 % 115 % 10.7 % N.A. N.A. 5.5 % 2.7 % 8.2 % 3.4 % 0.00 % 66.1 % 46.2x 11.3 % 0.1 % 16.3 % -0.1 % $ 9.33
MediansAll Conversions:
$ 216 10.42 % 3.17 % 39 %$ 14.1 61 % 115 % 8.0 % N.A. N.A. 4.5 % 4.0 % 10.0 % 5.0 % 0.00 % 68.5 % 46.2x 10.2 % -0.1 % 14.9 % -0.4 % $ 10.00
Institutional Information Post-IPO Pricing Trends
Institution

Conversion

Date

Ticker
Closing Price:

First
Trading

Day

%
Chge

After
First
Week
(3)

%
Chge

After
First
Month
(4)

%
Chge

Thru
11/1513

%
Core




























(%) ($) (%) ($) (%) ($) (%) ($)
Standard Conversions

None

Second Step Conversions

Delanco
Bancorp,
Inc. - NJ* 10/18/13 DLNO-OTCQB $ 8.35 4.4 % $ 8.44 5.5 % $ 9.10 13.8 % $ 9.20 15.0 %
Prudential
Bancorp,
Inc. - PA 10/10/13 PBIP-NASDAQ $ 10.85 8.5 % $ 10.75 7.5 % $ 10.68 6.8 % $ 10.71 7.1 %
AJS
Bancorp,
Inc. - IL 10/10/13 AJSB-OTCQB $ 11.90 19.0 % $ 11.56 15.6 % $ 11.79 17.9 % $ 11.65 16.5 %
AveragesSecond Step Conversions:
$ 10.37 10.6 % $ 10.25 9.5 % $ 10.52 12.8 % $ 10.52 12.9 %
MediansSecond Step Conversions:
$ 10.85 8.5 % $ 10.75 7.5 % $ 10.68 13.8 % $ 10.71 15.0 %
AveragesAll Conversions:
$ 10.37 10.6 % $ 10.25 9.5 % $ 10.52 12.8 % $ 10.52 12.9 %
MediansAll Conversions:
$ 10.85 8.5 % $ 10.75 7.5 % $ 10.68 13.8 % $ 10.71 15.0 %
(1) As a percent of MHC offering for MHC transactions.
(2) Does not take into account the adoption of SOP 93-6.
(3) Latest price if offering is less than one week old.
(4) Latest price if offering is more than one week but less than one month old.
(5) Mutual holding company pro forma data on full conversion basis.
(6) Simultaneously completed acquisition of another financial institution.
(7) Simultaneously converted to a commercial bank charter.
(8) Former credit union.
IV.15

Shown in Table 4.2 are the current pricing ratios for the only offering completed during the past three months that trades on NASDAQ. The current P/TB ratio of
Prudential Bancorp, Inc. of PA, equaled 83.54% as of November 15, 2013.
The largest recent second step conversion offering completed locally was by Northfield Bancorp, Inc. (Northfield Bancorp), which is also based in northern
New Jersey. Gross proceeds raised in Northfield Bancorps second step offering, which closed in January 2013, totaled $355.6 million, which was just below the
midpoint of the offering range. Northfield Bancorp closed its offering at a P/TB ratio of 81.9% with the comparatively similar pricing, in relation to the Companys pro
forma P/TB ratio, reflective of its similar market areas (northeast New Jersey), strong asset quality, profitable operations, and relatively large asset size ($2.6 billion). As
of November 15, 2013, Northfield Bancorps stock price was up 25.3% from its IPO price.

Also considered in the valuation was the potential impact on Clifton Bancorps stock price of recently completed and pending acquisitions of other thrift
institutions operating in New Jersey. As shown in Exhibit IV-4, there were nine thrift acquisitions completed from the beginning of 2008 through November 15, 2013.
Additionally, there were thirteen acquisitions of commercial banks in New Jersey over the corresponding timeframe. The recent acquisition activity may imply a certain
degree of acquisition speculation for the Companys stock. To the extent that acquisition speculation may impact the Companys Offering, we have largely taken this
into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Companys
market and, thus, are subject to the same type of acquisition speculation that may influence Clifton Bancorps stock. However, since converting thrifts are subject to a
three-year regulatory moratorium from being acquired, acquisition speculation in Clifton Bancorps stock would tend to be less, compared to the stocks of the Peer
Group companies.

Since Clifton Bancorps minority stock currently trades under the symbol CSBK on NASDAQ, RP Financial also considered the recent trading activity of the
Company in the
RP

Financial, LC. VALUATION ANALYSIS
C. The Acquisition Market
D. Trading in Clifton Bancorps Stock
IV . 16

Table 4.2
Market Pricing Comparatives
Prices As of November 15, 2013


Source: SNL Financial, LC. and RP

Financial, LC. calculations. The information provided in this report has been obtained from sources w e believe are reliable, but w e cannot guarantee the accuracy or completeness of such information.

Copyright (c) 2013 by RP

Financial, LC.

RP

Financial, LC. VALUATION ANALYSIS
Financial Institution

Market
Capitalization
Per Share Data
Pricing Ratios (3)

Dividends (4)

Financial Characteristics (6) Core
12 Month

EPS (2)
Book
Value/

Share


Price/
Share (1)
Market

Value
Amount/

Share

Yield

Payout
Ratio (5)

Total
Assets
Equity/

Assets
Tang Eq/

Assets
NPAs/

Assets
Reported Core
P/E P/B P/A P/TB P/Core ROA ROE ROA ROE
($) ($Mil) ($) ($) (x) (%) (%) (%) (x) ($) (%) (%) ($Mil) (%) (%) (%) (%) (%) (%) (%)
All Non-MHC Public Companies 16.29 352.20 0.39 15.40 18.43 103.86 13.34 112.23 21.81 0.24 1.54 25.10 2,505 12.95 12.32 2.70 0.54 4.20 0.25 1.67
Converted Last 3 Months (no MHC) 10.71 102.23 0.22 12.82 NM 83.54 19.31 83.54 NM 0.00 0.00 0.00 529 10.64 10.64 1.33 0.40 3.73 0.40 3.73
Converted Last 3 Months (no MHC)
PBIP Prudential Bancorp Inc of PA 10.71 102.23 0.22 12.82 NM 83.54 19.31 83.54 NM 0.00 0.00 0.00 529 10.64 10.64 1.33 0.40 3.73 0.40 3.73
(1) Average of High/Low or Bid/Ask price per share.
(2) EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis.
(3) P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings.
(4) Indicated 12 month dividend, based on last quarterly dividend declared.
(5) Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.
(6) ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances.
(7) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
IV . 17

valuation analysis. Clifton Bancorp had a total of 26,248,040 shares issued and outstanding at November 15, 2013, of which 9,456,282 shares were held by public
shareholders and traded as public securities. The Companys stock has had a 52 week trading range of $10.01 to $13.47 per share and its closing price on November 15,
2013 was $12.75 for an implied market value of $334.7 million.
There are significant differences between the Companys minority stock (currently being traded) and the conversion stock that will be issued by the Company.
Such differences include different liquidity characteristics, a different return on equity for the conversion stock, the stock is currently traded based on speculation of a
range of exchange ratios, and dividend payments, if any, will be made on all shares outstanding. Since the pro forma impact has not been publicly disseminated to date,
it is appropriate to discount the current trading level. As the pro forma impact is made known publicly, the trading level will become more informative.
* * * * * * * * * * *
In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new
issue market for second step conversions, the market for highly capitalized companies, the acquisition market, and recent trading activity in the Companys minority
stock. Taking these factors and trends into account, RP Financial concluded that a slight downward adjustment was appropriate in the valuation analysis for purposes of
marketing of the issue.

The Companys management team has effectively managed the traditional thrift operations and strategies to date (Exhibit IV-5 provides summary resumes of the
Companys Board of Directors and senior management). As noted earlier, the Company has announced a significant management transition whereby both the long-time
Chairman and CEO of the Company and the President and CEO of the Bank are retiring before the Second Step Conversion is completed. The Company has announced
the employment of a strong successor to serve as Chairman, CEO and President of the Company and the Bank, effective January 1, 2014. He has practiced financial
institution and securities law for nearly 25 years, nationwide as well in the regional area. He has served as the Companys primary legal counsel for the past decade, and
thus has familiarity with the Companys governance, operations and public company characteristics.
RP

Financial, LC. VALUATION ANALYSIS
8. Management
IV . 18

In connection with the Second Step Conversion and the change in executive management, the Board has adopted an operating strategy reflected in the post
conversion business plan that will focus on moderate growth and strengthened emphasis on commercial lending. We have discussed with the Company staffing
challenges in view of the planned strategic changes. Towards this end, the Company has recently employed a senior commercial lender with regional experience to
manage the expansion of the Companys commercial lending, although additional lending staff with commercial expertise will be required. These organizational and
strategic changes are expected to subject the Company to a cultural transition, which may take some time and expense in order to effectively implement. Since these
changes are all in the future, we have applied a slight downward adjustment for this factor relative to the Peer Group who generally are not going through such
organizational and strategic changes.

In summary, as a fully-converted regulated institution, Clifton Bancorp will operate in substantially the same regulatory environment as the Peer Group members
all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Companys pro forma regulatory capital
ratios. On balance, no adjustment has been applied for the effect of government regulation and regulatory reform.
Summary of Adjustments
Overall, based on the factors discussed above, we concluded that the Companys pro forma market value should reflect the following valuation adjustments
relative to the Peer Group:

RP

Financial, LC. VALUATION ANALYSIS
9. Effect of Government Regulation and Regulatory Reform
Key Valuation Parameters: Valuation Adjustment
Financial Condition Slight Upward
Profitability, Growth and Viability of Earnings Slight Downward
Asset Growth Slight Upward
Primary Market Area No Adjustment
Dividends Slight Downward
Liquidity of the Shares No Adjustment
Marketing of the Issue Slight Downward
Management Slight Downward
Effect of Govt. Regulations and Regulatory Reform No Adjustment
IV . 19

Valuation Approaches
In applying the accepted valuation methodology originally promulgated by the OCC and adopted by the FRB, i.e., the pro forma market value approach, we
considered the three key pricing ratios in valuing the Companys to-be-issued stock price/earnings (P/E), price/book (P/B), and price/assets (P/A) approaches
all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we
have incorporated the valuation parameters disclosed in the Companys prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions, and expenses
(summarized in Exhibits IV-7 and IV-8).
In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings.
RP Financials valuation placed an emphasis on the following:



RP

Financial, LC. VALUATION ANALYSIS

P/E Approach . The P/E approach is generally the best indicator of long-term value for a stock. Given certain similarities between the Companys and the
Peer Groups earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time,
recognizing that (1) the earnings multiples will be evaluated on a pro forma basis for the Company; and (2) the Peer Group companies have had the
opportunity to realize the benefit of reinvesting and leveraging the offering proceeds, we also gave weight to the other valuation approaches.

P/B Approach . P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of a conversion offering,
as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro
forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of
intangible assets (i.e., price/tangible book value or P/TB), in that the investment community frequently makes this adjustment in its evaluation of this
pricing approach.

P/A Approach . P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater
weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of
stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value,
and, in the case of highly capitalized institutions, high P/A ratios may limit the investment communitys willingness to pay market multiples for earnings or
book value when ROE is expected to be low.
IV . 20

The Company has adopted Employers Accounting for Employee Stock Ownership Plans (ASC 718-40) which causes earnings per share computations to be
based on shares issued and outstanding, excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued
in the Offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends, and can
be voted. However, we did consider the impact of the adoption of ASC 718-40 in the valuation.
In preparing the pro forma pricing analysis we have taken into account the pro forma impact of the MHC net assets that will be consolidated with the Company
and thus, will increase equity and earnings, as shown on the following page. At September 30, 2013, the MHC had unconsolidated net assets of $5.3 million, which
includes cash that is on deposit at the Bank. As mentioned previously, while the consolidation of these assets increases the pro forma value of the Company, it also
results in some pro forma ownership dilution for the minority shareholders, pursuant to regulatory policy. Specifically, we have adjusted the minority ownership ratio
from the current 36.03% ratio to 35.36% to account for the impact of MHC assets and have reflected the formula based on applicable FDIC policy.
Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed previously, RP Financial concluded that
as of November 15, 2013 the aggregate pro forma market value of Clifton Bancorps conversion stock equaled $286,200,500 at the midpoint, equal to 28,620,050 shares
at $10.00 per share. The $10.00 per share price was determined by the Clifton Bancorp Board. The midpoint and resulting valuation range is based on the sale of a
64.64% ownership interest for the consolidation of the MHC net assets to the public (as adjusted on the following page), which provides for a $185,000,000 public
offering at the midpoint value.
RP

Financial, LC. VALUATION ANALYSIS

Trading of Clifton Bancorps stock . Converting institutions generally do not have stock outstanding. Clifton Bancorp, however, has public shares
outstanding due to the mutual holding company form of ownership. Since Clifton Bancorp is currently traded on NASDAQ, it is an indicator of investor
interest in the Companys conversion stock and therefore received some weight in our valuation. Based on the November 15, 2013 stock price of $12.75
per share and the 26,248,040 shares of Clifton Bancorp stock outstanding, the Companys implied market value of $334.7 million was considered in the
valuation process. However, since the conversion stock will have different characteristics than the minority shares, and since pro forma information has not
been publicly disseminated to date, the current trading price of Clifton Bancorps stock was somewhat discounted herein, but will become more important
towards the closing of the offering.
IV .21

Clifton Savings Bancorp, Inc. (Mid-Tier)
Impact of MHC Assets & Waived Dividends on Minority Ownership In 2nd Step
Financial and Stock Ownership Data as of September 30, 2013
Reflects Appraised Pro Forma Market Value as of November 15, 2013

Adjustment for MHC Assets & Waived Dividends2 Step Calculation (as required by FDIC & FRB)

RP

Financial, LC. VALUATION ANALYSIS
Key Input Assumptions
Mid-Tier Stockholders Equity $ 188,521,000 (BOOK)
Aggregate Dividends Waived by MHC $ 0 (WAIVED DIVIDENDS)
Minority Ownership Interest 36.03 % (PCT)
Pro Forma Market Value $ 286,200,500 (VALUE)
Market Value of MHC Assets (Other than Stock in Bank) $ 5,288,498 (MHC ASSETS) (1)
(BOOK - WAIVED DIVIDENDS) x PCT
Step 1: To Account for Waiver of Dividends = BOOK
= 36.03%
(VALUE - MHC ASSETS) x Step 1
Step 2: To Account for MHC Assets = VALUE
= 35.36% (rounded)

Current Ownership
MHC Shares 16,791,758 63.97 %
Public Shares 9,456,282 36.03 %

Total Shares 26,248,040 100.00 %
Pro Forma Ownership (2) Appraised Midpoint Value
Per Share Aggregate
Shares Issued in Offering (3) 18,500,000 64.64 %(5) $ 10.00 $ 185,000,000
Public Shares (3) 10,120,050 35.36 %(5) $ 10.00 $ 101,200,500

Pro Forma Shares (4) 28,620,050 100.00 % $ 10.00 $ 286,200,500

(1) Net assets at MHC level, less aggregate dividends paid to MHC.
(2) Adjusted for exchange ratio reflecting offering of $10.00 per share.
(3) Incorporates adjustment in ownership ratio for MHC assets and waived dividends.
(4) Reflects pro forma shares outstanding.
(5) Rounded to two decimal points.
IV . 22

assets to the public (as adjusted on the following page), which provides for a $185,000,000 public offering at the midpoint value.
Technical Analysis in Comparison to Highly Capitalized Public Thrifts
In determining Clifton Bancorps value, we took into account the high level of pro forma capitalization, which makes it relatively unique among the universe of
public thrifts. While the Peer Group selection process focused on including publicly-traded thrift institutions with high equity/assets ratios, Clifton Bancorps pro forma
equity ratio will exceed the level for every member of the Peer Group. There is a distinct pricing differential of those thrifts with high equity levels relative to those with
more normal levels, so we have evaluated the pricing level of public thrifts with equity over 20% (High Equity Group), even though their financial characteristics did
not warrant their inclusion in the selected Peer Group due to their size, region of the country, or other financial characteristics. Detailed financial and market pricing data
for the High Equity Group is set forth in Table 4.3.

Clifton Bancorp and the High Equity Group are similarly sized, in terms of assets, as the Companys $1.08 billion of assets falls in between the median and
average of $1.05 billion and $1.14 billion. On a pro forma basis, the Companys tangible equity ratio is expected to be in the range of 27% to 30%, which will far exceed
the High Equity Groups median tangible equity ratio of 22.56% and the median of all publicly-traded full stock thrifts of 11.42%. The High Equity Group is currently
trading at a median price/tangible book ratio of 92.36%, which is discounted to the P/TB ratio of all of the non-MHC public thrifts (P/TB ratio of 112.23% and 100.00%
based on the average and median, respectively), which indicates discounts in the range of 8% to 18%. This differential supports the P/TB discount relative to the Peer
Group that results from our pricing conclusion. While RP Financial relied primarily on the fundamental valuation analysis to
RP

Financial, LC. VALUATION ANALYSIS

As of
September 30, 2013
At
November 15, 2013
Ticker Company City State
Total
Assets
Tang Equity/

Tang Assets
Price/Tang.
Book
($000) (%) (%)
CHFN Charter Financial Corporation West Point GA $ 1,162 14.87 90.72
FFNW First Financial Northwest, Inc. Renton WA 892 20.81 95.02
FRNK Franklin Financial Corporation Glen Allen VA 1,051 22.76 98.16
HTBI HomeTrust Bancshares, Inc. Asheville NC 1,583 23.20 90.13
MCBK Madison County Financial, Inc. Madison NE 277 22.56 92.36
NFBK Northfield Bancorp, Inc. Woodbridge NJ 2,727 25.80 103.81
WBKC Wolverine Bancorp, Inc. Midland MI 287 21.91 78.34
Average $ 1,140 21.70 92.65
Median $ 1,051 22.56 92.36
IV.23

Table 4.3
Public Market Pricing Versus Peer Group
Clifton Bancorp Inc.
As of November 15, 2013


Source: Corporate reports, offering circulars, and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are
reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2013 by RP

Financial, LC.

RP

Financial, LC. VALUATION ANALYSIS

Market
Capitalization
Per Share Data
Pricing Ratios (3)

Dividends (4)

Financial Characteristics (6)

Exchange
Ratio

2nd Step
Proceeds

Core
12 Month
EPS (2)

Book
Value/
Share


Price/
Share (1)

Market
Value

Amount/
Share

Yield

Payout
Ratio (5)

Total
Assets

Equity/
Assets

Tang. Eq./
T. Assets

NPAs/
Assets
Reported Core
P/E P/B P/A P/TB P/Core ROA ROE ROA ROE
($) ($Mil) ($) ($) (x) (%) (%) (%) (x) ($) (%) (%) ($Mil) (%) (%) (%) (%) (%) (%) (%) (X) ($Mil)
Clifton Bancorp Inc.

Maximum
$ 10.00 $ 329.13 $ 0.16 $ 11.60 58.50x 86.21 % 25.79 % 86.21 % 62.24x $ 0.20 2.00 % 124.48 % $ 1,276 29.92 % 29.92 % 0.43 % 0.44 % 1.47 % 0.41 % 1.38 % 1.2307x $ 212.75
Midpoint
$ 10.00 $ 286.20 $ 0.19 $ 12.48 50.17x 80.13 % 22.87 % 80.13 % 53.33x $ 0.20 2.00 % 106.66 % $ 1,252 28.54 % 28.54 % 0.43 % 0.46 % 1.60 % 0.43 % 1.50 % 1.0702x $ 185.00
Minimum
$ 10.00 $ 243.27 $ 0.22 $ 13.67 42.07x 73.15 % 19.83 % 73.15 % 44.68x $ 0.20 2.00 % 89.35 % $ 1,227 27.10 % 27.10 % 0.44 % 0.47 % 1.74 % 0.44 % 1.64 % 0.9097x $ 157.25
All Non-MHC Public Companies(7)

Averages
$ 16.29 $ 352.20 $ 0.39 $ 15.40 18.43x 103.86 % 13.34 % 112.23 % 21.81x $ 0.24 1.54 % 25.10 % $ 2,505 12.95 % 12.32 % 2.70 % 0.54 % 4.20 % 0.25 % 1.67 %
Median
$ 14.75 $ 94.56 $ 0.37 $ 14.42 17.00x 95.02 % 12.46 % 100.00 % 20.63x $ 0.20 1.41 % 8.70 % $ 753 12.35 % 11.42 % 1.97 % 0.54 % 4.21 % 0.43 % 2.98 %
All Non-MHC State of NJ(7)

Averages
$ 14.56 $ 448.32 $ 0.56 $ 13.74 18.63x 107.34 % 15.69 % 119.39 % 20.21x $ 0.36 2.35 % 46.76 % $ 2,557 14.54 % 13.51 % 2.71 % 0.67 % 4.73 % 0.62 % 4.38 %
Medians
$ 14.16 $ 304.95 $ 0.73 $ 12.36 17.87x 101.38 % 13.34 % 103.81 % 17.54x $ 0.24 2.46 % 48.00 % $ 2,286 13.58 % 9.92 % 2.02 % 0.64 % 4.77 % 0.60 % 4.83 %
Comparable Group

Averages
$ 13.56 $ 219.55 $ 0.49 $ 13.60 31.30x 99.17 % 13.77 % 102.55 % 31.68x $ 0.21 1.72 % 36.57 % $ 1,463 13.82 % 13.41 % 1.70 % 0.51 % 3.80 % 0.41 % 3.08 %
Medians
$ 13.35 $ 139.58 $ 0.30 $ 13.90 25.89x 100.73 % 12.32 % 101.94 % 32.45x $ 0.24 1.86 % 33.81 % $ 1,189 12.24 % 11.95 % 1.79 % 0.50 % 3.50 % 0.41 % 2.66 %
High Equity Group

Averages
$ 15.32 $ 259.59 $ 0.53 $ 16.94 26.53x 91.78 % 21.20 % 92.65 % 31.47x $ 0.13 0.98 % 8.53 % $ 1,140 21.90 % 21.70 % 4.55 % 0.97 % 4.67 % 0.81 % 3.93 %
Medians
$ 16.08 $ 234.73 $ 0.45 $ 17.85 28.63x 90.63 % 20.85 % 92.36 % 32.61x $ 0.16 1.52 % 0.00 % $ 1,051 22.76 % 22.56 % 4.01 % 0.71 % 3.29 % 0.60 % 2.78 %
Comparable Group

BLMT BSB Bancorp, Inc. of MA $ 14.27 $ 129.23 $ 0.05 $ 14.26 71.35x 100.07 % 12.63 % 100.07 % NM $ 0.00 0.00 % 0.00 % $ 1,023 12.62 % 12.62 % 1.17 % 0.20 % 1.38 % 0.05 % 0.35 %
BKMU Bank Mutual Corp of WI $ 6.26 $ 290.66 $ 0.12 $ 5.95 28.45x 105.21 % 12.46 % 105.39 % 52.17x $ 0.12 1.92 % 54.55 % $ 2,333 11.96 % 11.94 % 1.44 % 0.43 % 3.69 % 0.23 % 2.01 %
CBNJ Cape Bancorp, Inc. of NJ $ 9.75 $ 118.68 $ 0.32 $ 11.96 23.21x 81.52 % 11.30 % 96.63 % 30.47x $ 0.24 2.46 % 57.14 % $ 1,051 13.86 % 11.95 % 2.01 % 0.49 % 3.42 % 0.37 % 2.61 %
ESSA ESSA Bancorp, Inc. of PA $ 10.65 $ 127.22 $ 0.67 $ 13.93 14.39x 76.45 % 9.27 % 81.99 % 15.90x $ 0.20 1.88 % 27.03 % $ 1,372 12.13 % 11.40 % 2.34 % 0.63 % 5.16 % 0.57 % 4.68 %
FBNK First Connecticut Bancorp of CT $ 15.57 $ 255.60 $ 0.09 $ 13.86 43.25x 112.34 % 12.83 % 112.34 % NM $ 0.12 0.77 % 34.29 % $ 1,992 11.42 % 11.42 % 2.10 % 0.31 % 2.42 % 0.08 % 0.62 %
FXCB Fox Chase Bancorp, Inc. of PA $ 17.49 $ 212.47 $ 0.41 $ 14.34 35.69x 121.97 % 19.19 % 121.97 % 42.66x $ 0.32 1.83 % 65.31 % $ 1,107 15.74 % 15.74 % 2.22 % 0.54 % 3.34 % 0.45 % 2.79 %
NFBK Northfield Bancorp, Inc. of NJ $ 12.53 $ 725.98 $ 0.28 $ 12.36 39.16x 101.38 % 26.62 % 103.81 % 44.75x $ 0.24 1.92 % NM $ 2,727 26.26 % 25.80 % 1.71 % 0.64 % 2.91 % 0.60 % 2.71 %
OSHC Ocean Shore Holding Co. of NJ $ 14.16 $ 98.62 $ 0.73 $ 15.24 19.67x 92.91 % 9.45 % 97.79 % 19.40x $ 0.24 1.69 % 33.33 % $ 1,043 10.17 % 9.71 % 0.80 % 0.48 % 4.77 % 0.49 % 4.83 %
THRD TF Financial Corporation of PA $ 27.66 $ 87.07 $ 2.02 $ 26.51 14.48x 104.34 % 12.18 % 110.02 % 13.69x $ 0.40 1.45 % 20.94 % $ 715 11.68 % 11.14 % 1.87 % 0.85 % 7.30 % 0.90 % 7.72 %
WFD Westfield Fin. Inc. of MA $ 7.23 $ 149.92 $ 0.21 $ 7.57 23.32x 95.51 % 11.79 % 95.51 % 34.43x $ 0.24 3.32 % NM $ 1,271 12.35 % 12.35 % 1.38 % 0.50 % 3.58 % 0.34 % 2.43 %
High Equity Group

CHFN Charter Financial Corp of GA $ 10.66 $ 242.29 $ 0.22 $ 12.00 35.53x 88.83 % 20.85 % 90.72 % 48.45x $ 0.20 1.88 % NM $ 1,162 15.45 % 14.87 % 1.51 % 0.51 % 3.29 % 0.43 % 2.78 %
FFNW First Fin NW, Inc of Renton WA $ 10.50 $ 176.30 $ 1.33 $ 11.05 8.02x 95.02 % 19.77 % 95.02 % 7.89x $ 0.16 1.52 % 12.21 % $ 892 20.81 % 20.81 % 9.52 % 2.39 % 11.78 % 2.43 % 11.96 %
FRNK Franklin Financial Corp. of VA $ 19.16 $ 234.73 $ 0.65 $ 19.52 25.55x 98.16 % 22.34 % 98.16 % 29.48x $ 0.00 0.00 % 0.00 % $ 1,051 22.76 % 22.76 % NA 0.86 % 3.76 % 0.75 % 3.26 %
HTBI HomeTrust Bancshrs, Inc. of NC $ 16.08 $ 331.10 $ 0.45 $ 17.85 29.24x 90.08 % 20.91 % 90.13 % 35.73x $ 0.00 0.00 % 0.00 % $ 1,583 23.21 % 23.20 % 5.98 % 0.71 % 3.06 % 0.58 % 2.50 %
MCBK Madison County Financial of NE $ 18.00 $ 57.47 $ 0.80 $ 19.86 19.57x 90.63 % 20.74 % 92.36 % 22.50x $ 0.28 1.56 % 30.43 % $ 277 22.89 % 22.56 % NA 1.07 % 5.17 % 0.93 % 4.50 %
NFBK Northfield Bancorp, Inc. of NJ $ 12.53 $ 725.98 $ 0.28 $ 12.36 39.16x 101.38 % 26.62 % 103.81 % 44.75x $ 0.24 1.92 % NM $ 2,727 26.26 % 25.80 % 1.71 % 0.64 % 2.91 % 0.60 % 2.71 %
WBKC Wolverine Bancorp, Inc. of MI $ 20.33 $ 49.28 ($ 0.05 ) $ 25.95 28.63x 78.34 % 17.16 % 78.34 % NM $ 0.00 0.00 % 0.00 % $ 287 21.91 % 21.91 % 4.01 % 0.60 % 2.69 % -0.04 % -0.19 %
(1) Average of High/Low or Bid/Ask price per share.
(2) EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis, and is show n on a pro forma basis w here appropriate.
(3) P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. P/E and P/Core = NM if the ratio is negative or above 100x.
(4) Indicated 12 month dividend, based on last quarterly dividend declared.
(5) Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings.
(6) ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances for Clifton Bancorp. Ratios based on average asset amd equity balances for the Peer Group.
(7) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
IV.24

determine the Companys pro forma valuation consistent with the regulatory guidelines, we have also considered this technical analysis of the High Equity Group in
developing our qualitative adjustments and related valuation conclusions versus the Peer Group.
1. Price-to-Earnings (P/E) . The application of the P/E valuation method requires calculating the Companys pro forma market value by applying a valuation
P/E multiple to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to
exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The Companys reported earnings
equaled $6.195 million for the twelve months ended September 30, 2013. In deriving Clifton Bancorps core earnings, the adjustments made to reported earnings were
to eliminate gains on the sale of securities of $566,000 and losses on the disposal of fixed assets of $3,000, as shown below. As shown below, on a tax effected basis,
incorporating an effective marginal tax rate of 40.0% for the earnings adjustments, the Companys core earnings were determined to equal $5.857 million for the twelve
months ended September 30, 2013. (Note: see Exhibit IV-9 for the adjustments applied to the Peer Groups earnings in the calculation of core earnings).


Based on the Companys reported and estimated core earnings, and incorporating the impact of the pro forma assumptions discussed previously, the Companys
pro forma reported and core P/E multiples at the $286.2 million midpoint value equaled 50.17 times and 53.33 times, respectively, indicating premiums of 60.3% and
68.3%, relative to the Peer Groups average reported and core earnings multiples of 31.30 times and 31.68 times (see Table 4.3). In comparison to the Peer Groups
median reported and core earnings multiples of 25.89 times and 32.45 times, the Companys pro forma reported and core P/E multiples at the midpoint value indicated
premiums of 93.8% and 64.3%, respectively. The Companys pro forma P/E ratios based on reported earnings at the minimum and the maximum equaled 42.07 times
and 58.50 times, and based on core earnings at the minimum and the maximum equaled 44.68 times and 62.24 times, respectively.
RP

Financial, LC. VALUATION ANALYSIS
Amount
($000)
Net income(loss) $ 6,195
Deduct: Gain on sale of securities (566 )
Addback: Loss on disposal of fixed assets 3
Tax effect (1) 225

Core earnings estimate $ 5,857
(1) Tax effected at 40.0%.
IV.25

2. Price-to-Book (P/B) . The application of the P/B valuation method requires calculating the Companys pro forma market value by applying a valuation P/B
ratio, as derived from the Peer Groups P/B ratio, to the Companys pro forma book value. Based on the $286.2 million midpoint valuation, the Companys pro forma
P/B and P/TB ratios both equaled 80.13%. In comparison to the average P/B and P/TB ratios for the Peer Group of 99.17% and 102.55%, the Companys ratios reflected
a discount of 19.2% on a P/B basis and a discount of 21.9% on a P/TB basis. In comparison to the Peer Groups median P/B and P/TB ratios of 100.73% and 101.94%,
the Companys pro forma P/B and P/TB ratios at the midpoint value reflected discounts of 20.5% and 21.4%, respectively. At the maximum value, the Companys P/B
and P/TB ratios both equaled 86.21%. In comparison to the Peer Groups average P/B and P/TB ratios, the Companys P/B and P/TB ratios at the maximum value
reflected discounts of 13.1% and 15.9%. In comparison to the Peer Groups median P/B and P/TB ratios, the Companys P/B and P/TB ratios at the maximum value
reflected discounts of 14.4% and 15.4%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable given the Companys pro forma
P/E multiples were at significant premiums to the Peer Groups P/E multiples.
3. Price-to-Assets (P/A) . The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Companys pro forma asset base,
conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the
pro forma P/A ratio, which is computed herein. At the $286.2 million midpoint of the valuation range, the Companys value equaled 22.87% of pro forma assets.
Comparatively, the Peer Group companies exhibited an average P/A ratio of 13.77%, which implies a premium of 66.1% has been applied to the Companys pro forma
P/A ratio. In comparison to the Peer Groups median P/A ratio of 12.32%, the Companys pro forma P/A ratio at the midpoint value reflects a premium of 85.6%.
Comparison to Recent Offerings
As indicated at the beginning of this section, RP Financials analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has
been limited to a technical analysis and, thus, the pricing characteristics of recent conversion offerings cannot
RP

Financial, LC. VALUATION ANALYSIS
IV.26

be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of
reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). As discussed previously, three second step conversions have been
completed within the past three months and closed at an average pro forma price/tangible book ratio of 66.1% (see Table 4.1) and, on average, increased 9.5% from their
IPO prices during the first week of trading. In comparison, the Companys pro forma price/tangible book ratio at the appraised midpoint value reflects a premium of
21.2%. The current P/TB ratio of the only recent second step conversion that trades on NASDAQ (Prudential Bancorp, Inc. of PA) based on closing stock prices as of
November 15, 2013, equaled 83.54%. In comparison to the current P/TB ratio of this recent second step conversion, the Companys P/TB ratio at the midpoint value
reflects an implied discount of 4.1% and at the maximum value the Companys P/TB ratio reflects an implied premium of 3.2%.
The other companies completing second step conversion offerings in recent periods were not as comparable to the Company, reflecting their relatively smaller
size, market capitalization, and other key financial characteristics.
The most recent second step conversion in northeast New Jersey was completed by Northfield Bancorp. Northfield Bancorp had financial characteristics more
comparable to the Company, in terms of strong asset quality, profitable operations, and relatively large asset size. Northfield Bancorp had a pro forma P/TB ratio at
closing of 81.93%, which, in comparison to the Companys pro forma P/TB ratio at the midpoint value reflects an implied discount of 2.2%.
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of November 15, 2013, the estimated aggregate pro forma valuation of the shares of the Company to be issued
and outstanding at the end of the conversion offeringincluding (1) newly-issued shares representing the MHCs current ownership interest in the Company and
(2) exchange shares issued to existing public shareholders of the Companywas $286,200,500 at the midpoint, equal to 28,620,050 shares at a per share value of
$10.00. The resulting range of value and pro forma shares, all based on $10.00 per share, are as follows: $243,270,420 or 24,327,042 shares at the minimum,
$329,130,570 and 32,913,057 shares at the maximum.
RP

Financial, LC. VALUATION ANALYSIS
IV.27

Based on this valuation and taking into account the ownership interest represented by the shares owned by the MHC, the midpoint of the offering range is
$185,000,000, equal to 18,500,000 shares at $10.00 per share. The resulting offering range and offering shares, all based on $10.00 per share, are as follows:
$157,250,000, or 15,725,000 shares at the minimum and $212,750,000 or 21,275,000 shares at the maximum. A schedule reflecting a distribution of the shares at each
point in the range is reflected in the schedule below. The pro forma valuation calculations relative to the Peer Group are shown in Table 4.3 and are detailed in Exhibit
IV-7 and Exhibit IV-8.


Establishment of the Exchange Ratio
FRB regulations provide that in a conversion of a mutual holding company, the minority stockholders are entitled to exchange the public shares for newly issued
shares in the fully converted company. The Board of Directors of Clifton Bancorp has independently determined the exchange ratio, which has been designed to
preserve the current aggregate percentage ownership in the Company held by the public shareholders, taking into account the impact of MHC assets in the Second Step
Conversion, consistent with FRB policy with respect to the treatment of MHC assets. The exchange ratio to be received by the existing minority shareholders of the
Company will be determined at the end of the Offering, based on the total
RP

Financial, LC. VALUATION ANALYSIS
Total Shares
Offering
Shares
Exchange Shares

Issued to Public
Shareholders
Exchange

Ratio
Shares (1)
Maximum 32,913,057 21,275,000 11,638,057 1.2307
Midpoint 28,620,050 18,500,000 10,120,050 1.0702
Minimum 24,327,042 15,725,000 8,602,042 0.9097
Distribution of Shares (2)
Maximum 100.00 % 64.64 % 35.36 %
Midpoint 100.00 % 64.64 % 35.36 %
Minimum 100.00 % 64.64 % 35.36 %
Aggregate Market Value at $10.00 Per Share
Maximum $ 329,130,570 $ 212,750,000 $ 116,380,570
Midpoint $ 286,200,500 $ 185,000,000 $ 101,200,500
Minimum $ 243,270,420 $ 157,250,000 $ 86,020,420
(1) Based on an $10.00 per share IPO price.
(2) Ownership ratios adjusted for dilution for MHC assets.
IV . 28

number of shares sold in the subscription, community, and syndicated or firm commitment underwritten offerings and the final appraisal. Based on the valuation
conclusion herein, the resulting offering value, and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 1.0702 shares of the Company for
every one public share held by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.9097 at the minimum and 1.2307
at the maximum. RP Financial expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public stockholders or on the
proposed exchange ratio.
RP

Financial, LC. VALUATION ANALYSIS
EXHIBITS
OMITTED
IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP
EXEMPTION.