##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 450 Fifth Street, N.W.
Washington, D.C. 20549
 Form 10-K/A
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Six Months Ended December 31, 2009
 or
 þ
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from July 1, 2009 to December 31, 2009
 Commission File No. 000-51557
 Investors Bancorp, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    22-3493930(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 101 JFK Parkway, Short Hills, New Jersey
    
    07078(Address of Principal Executive Offices)
    
    Zip Code
 (973) 924-5100  (Registrants telephone number)   Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC(Title of Class)
    
    (Name of each exchange on which registered)
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



DOCUMENTS INCORPORATED BY REFERENCE
  TABLE OF CONTENTS
 PagePart IItem 1. Business
    
    
    4Part IIIItem 9. Directors, Executive and Corporate Governance
    
    
    44Item 10. Executive Compensation
    
    
    54Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    71Item 12. Certain Relationships, Related Transactions and Director Independence
    
    
    73Item 13. Principal Accountant Fees and Services
    
    
    73SIGNATURESEX-31.1EX-31.2EX-32
  2




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EXPLANATORY NOTE
   3




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##### Table of Contents



ITEM 1.
    
    BUSINESS
 Investors Bancorp, Inc.
        4




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##### Table of Contents



Investors Savings Bank
 General
    Market Area
   Competition
  5




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##### Table of Contents



Lending Activities
  6




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##### Table of Contents



Loan Portfolio Composition.
 December 31,
    
    
    At June 30,2009
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars
in thousands)Residential mortgage loans:One- to four-family
    
    $
    4,756,042
    
    
    
    71.50
    %
    
    $
    4,690,335
    
    
    
    76.00
    %
    
    $
    3,989,334
    
    
    
    85.54
    %
    
    $
    3,159,484
    
    
    
    87.51
    %
    
    $
    2,669,726
    
    
    
    89.49
    %
    
    $
    1,874,952
    
    
    
    92.80
    %FHA
    
    
    17,514
    
    
    
    0.26
    
    
    
    18,564
    
    
    
    0.30
    
    
    
    20,229
    
    
    
    0.43
    
    
    
    22,624
    
    
    
    0.63
    
    
    
    24,928
    
    
    
    0.84
    
    
    
    34,008
    
    
    
    1.68Total residential mortgage loans
    
    
    4,773,556
    
    
    
    71.76
    
    
    
    4,708,899
    
    
    
    76.30
    
    
    
    4,009,563
    
    
    
    85.97
    
    
    
    3,182,108
    
    
    
    88.14
    
    
    
    2,694,654
    
    
    
    90.33
    
    
    
    1,908,960
    
    
    
    94.48Multi-family
    
    
    612,743
    
    
    
    9.21
    
    
    
    482,783
    
    
    
    7.82
    
    
    
    82,711
    
    
    
    1.77
    
    
    
    40,066
    
    
    
    1.11
    
    
    
    10,936
    
    
    
    0.37
    
    
    
    10,876
    
    
    
    0.54Commercial
    
    
    730,012
    
    
    
    10.97
    
    
    
    433,204
    
    
    
    7.02
    
    
    
    142,396
    
    
    
    3.06
    
    
    
    69,282
    
    
    
    1.92
    
    
    
    68,087
    
    
    
    2.28
    
    
    
    8,395
    
    
    
    0.41Construction loans
    
    
    334,480
    
    
    
    5.03
    
    
    
    346,967
    
    
    
    5.62
    
    
    
    260,177
    
    
    
    5.58
    
    
    
    153,420
    
    
    
    4.25
    
    
    
    66,209
    
    
    
    2.22
    
    
    
    7,065
    
    
    
    0.35Commercial and industrial loans
    
    
    23,159
    
    
    
    0.35
    
    
    
    15,665
    
    
    
    0.25
    
    
    
    47
    
    
    
    0.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other loans:Home equity loans
    
    
    104,864
    
    
    
    1.58
    
    
    
    119,193
    
    
    
    1.93
    
    
    
    139,587
    
    
    
    2.99
    
    
    
    139,524
    
    
    
    3.86
    
    
    
    113,572
    
    
    
    3.80
    
    
    
    45,591
    
    
    
    2.26Home equity credit lines
    
    
    70,341
    
    
    
    1.06
    
    
    
    61,664
    
    
    
    1.00
    
    
    
    27,270
    
    
    
    0.59
    
    
    
    23,927
    
    
    
    0.66
    
    
    
    28,063
    
    
    
    0.94
    
    
    
    38,349
    
    
    
    1.90Other
    
    
    2,972
    
    
    
    0.04
    
    
    
    3,341
    
    
    
    0.06
    
    
    
    1,962
    
    
    
    0.04
    
    
    
    1,993
    
    
    
    0.06
    
    
    
    1,721
    
    
    
    0.06
    
    
    
    1,335
    
    
    
    0.06Total consumer and other loans
    
    
    178,177
    
    
    
    2.68
    
    
    
    184,198
    
    
    
    2.99
    
    
    
    168,819
    
    
    
    3.62
    
    
    
    165,444
    
    
    
    4.58
    
    
    
    143,356
    
    
    
    4.80
    
    
    
    85,275
    
    
    
    4.22Total loans
    
    $
    6,652,127
    
    
    
    100.00
    %
    
    $
    6,171,716
    
    
    
    100.00
    %
    
    $
    4,663,713
    
    
    
    100.00
    %
    
    $
    3,610,320
    
    
    
    100.00
    %
    
    $
    2,983,242
    
    
    
    100.00
    %
    
    $
    2,020,571
    
    
    
    100.00
    %Premiums on purchased loans, net
    
    
    22,958
    
    
    
    
    
    
    
    21,313
    
    
    
    
    
    
    
    22,622
    
    
    
    
    
    
    
    23,587
    
    
    
    
    
    
    
    20,327
    
    
    
    
    
    
    
    14,113Deferred loan fees, net
    
    
    (4,574
    )
    
    
    
    
    
    
    (3,252
    )
    
    
    
    
    
    
    (2,620
    )
    
    
    
    
    
    
    (1,958
    )
    
    
    
    
    
    
    (1,765
    )
    
    
    
    
    
    
    (916
    )Allowance for loan losses
    
    
    (55,052
    )
    
    
    
    
    
    
    (46,608
    )
    
    
    
    
    
    
    (13,565
    )
    
    
    
    
    
    
    (6,951
    )
    
    
    
    
    
    
    (6,369
    )
    
    
    
    
    
    
    (5,723
    )Net loans
    
    $
    6,615,459
    
    
    
    
    
    
    $
    6,143,169
    
    
    
    
    
    
    $
    4,670,150
    
    
    
    
    
    
    $
    3,624,998
    
    
    
    
    
    
    $
    2,995,435
    
    
    
    
    
    
    $
    2,028,045
 Loan Portfolio Maturities.
 At December 31, 2009Commercialand
    
    
    ConsumerResidential
    
    
    
    
    
    
    
    
    
    
    Construction
    
    
    Industrial
    
    
    and OtherMortgage
    
    
    Multi-Family
    
    
    Commercial
    
    
    Loans
    
    
    loans
    
    
    Loans
    
    
    Total(In thousands)Amounts Due:One year or less
    
    $
    740
    
    
    
    731
    
    
    
    4,316
    
    
    
    257,270
    
    
    
    16,740
    
    
    
    1,186
    
    
    
    280,983After one year:One to three years
    
    
    1,487
    
    
    
    12,641
    
    
    
    9,397
    
    
    
    47,655
    
    
    
    1,207
    
    
    
    3,169
    
    
    
    75,556Three to five years
    
    
    21,545
    
    
    
    158,789
    
    
    
    229,705
    
    
    
    5,481
    
    
    
    2,809
    
    
    
    6,267
    
    
    
    424,596Five to ten years
    
    
    184,434
    
    
    
    372,404
    
    
    
    430,713
    
    
    
    17,004
    
    
    
    1,025
    
    
    
    36,001
    
    
    
    1,041,581Ten to twenty years
    
    
    573,722
    
    
    
    59,038
    
    
    
    41,716
    
    
    
    5,470
    
    
    
    1,378
    
    
    
    77,478
    
    
    
    758,802Over twenty years
    
    
    3,991,628
    
    
    
    9,140
    
    
    
    14,165
    
    
    
    1,600
    
    
    
    
    
    
    
    54,076
    
    
    
    4,070,609Total due after one year
    
    
    4,772,816
    
    
    
    612,012
    
    
    
    725,696
    
    
    
    77,210
    
    
    
    6,419
    
    
    
    176,991
    
    
    
    6,371,144Total loans
    
    $
    4,773,556
    
    
    
    612,743
    
    
    
    730,012
    
    
    
    334,480
    
    
    
    23,159
    
    
    
    178,177
    
    
    
    6,652,127Premiums on purchased loans, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,958Deferred loan fees, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,574
    )Allowance for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,052
    )Net loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,615,459
 7




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##### Table of Contents



Due After December 31, 2010Fixed
    
    
    Adjustable
    
    
    Total(In thousands)Residential mortgage loans
    
    
    2,681,257
    
    
    
    2,091,559
    
    
    
    4,772,816Multi-family
    
    
    252,060
    
    
    
    359,952
    
    
    
    612,012Commercial
    
    
    559,696
    
    
    
    166,000
    
    
    
    725,696Construction loans
    
    
    13,576
    
    
    
    63,634
    
    
    
    77,210Commercial and industrial
    
    
    6,160
    
    
    
    259
    
    
    
    6,419Consumer and other loans:Home equity loans
    
    
    104,458
    
    
    
    
    
    
    
    104,458Home equity credit lines
    
    
    
    
    
    
    69,574
    
    
    
    69,574Other
    
    
    2,959
    
    
    
    
    
    
    
    2,959Total consumer and other loans
    
    
    107,417
    
    
    
    69,574
    
    
    
    176,991Total loans
    
    $
    3,620,166
    
    
    $
    2,750,978
    
    
    $
    6,371,144
 Residential Mortgage Loans.
    8




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##### Table of Contents



Multi-family and Commercial Real Estate Loans.
   Construction Loans.
   9




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##### Table of Contents



Commercial and Industrial Loans.
 Consumer Loans. The Wall Street Journal
 Loan Originations, Purchases, Sales and Servicing of Loans.
    10




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##### Table of Contents



At December 31,
    
    
    At June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2007(Unaudited)(In thousands)Loan originations and purchases:Loan originations:Residential mortgage loans:One- to four-family
    
    $
    359,118
    
    
    $
    217,618
    
    
    $
    407,381
    
    
    $
    284,386
    
    
    $
    159,100FHA
    
    
    
    
    
    
    244
    
    
    
    244
    
    
    
    483
    
    
    
    Total residential mortgage loans
    
    
    359,118
    
    
    
    217,862
    
    
    
    407,625
    
    
    
    284,869
    
    
    
    159,100Multi-family
    
    
    148,386
    
    
    
    46,519
    
    
    
    145,521
    
    
    
    139,995
    
    
    
    36,862Commercial
    
    
    301,603
    
    
    
    87,059
    
    
    
    221,964
    
    
    
    
    
    
    
    Construction loans
    
    
    56,275
    
    
    
    89,564
    
    
    
    127,631
    
    
    
    174,110
    
    
    
    116,250Commercial and industrial
    
    
    14,637
    
    
    
    
    
    
    
    9,961
    
    
    
    
    
    
    
    Consumer and other loans:Home equity loans
    
    
    6,251
    
    
    
    9,872
    
    
    
    14,562
    
    
    
    34,039
    
    
    
    49,214Home equity credit lines
    
    
    26,018
    
    
    
    12,144
    
    
    
    32,190
    
    
    
    21,759
    
    
    
    18,442Other
    
    
    2,012
    
    
    
    1,861
    
    
    
    3,698
    
    
    
    2,749
    
    
    
    2,852Total consumer and other loans
    
    
    34,281
    
    
    
    23,877
    
    
    
    50,450
    
    
    
    58,547
    
    
    
    70,508Total loan originations
    
    
    914,300
    
    
    
    464,879
    
    
    
    963,152
    
    
    
    657,521
    
    
    
    382,720Loan purchases:Residential mortgage loans:One- to four-family
    
    
    452,295
    
    
    
    720,922
    
    
    
    1,063,616
    
    
    
    995,753
    
    
    
    665,166FHA
    
    
    
    
    
    
    274
    
    
    
    274
    
    
    
    567
    
    
    
    Multi-family
    
    
    
    
    
    
    100,914
    
    
    
    200,914
    
    
    
    
    
    
    
    Total loan purchases
    
    
    452,295
    
    
    
    822,110
    
    
    
    1,264,804
    
    
    
    996,320
    
    
    
    665,166Loan principal repayments
    
    
    (882,200
    )
    
    
    (324,721
    )
    
    
    (1,190,114
    )
    
    
    (599,547
    )
    
    
    (415,886
    )Other items, net(1)
    
    
    (12,105
    )
    
    
    (14,232
    )
    
    
    (35,598
    )
    
    
    (9,142
    )
    
    
    (2,436
    )Net loans acquired in acquisition
    
    
    
    
    
    
    
    
    
    
    470,775
    
    
    
    
    
    
    
    Net increase in loan portfolio
    
    $
    472,290
    
    
    $
    948,036
    
    
    $
    1,473,019
    
    
    $
    1,045,152
    
    
    $
    629,564
 
 (1)
    
    Other items include charge-offs, loan loss provisions, loans transferred to other real estate owned, and amortization and
accretion of deferred fees and costs and discounts and premiums.  Loan Approval Procedures and Authority.
  11




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##### Table of Contents



Loans to One Borrower.
 Asset Quality
   Collection Procedures.
  12




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##### Table of Contents



Delinquent Loans.
 Loans Delinquent For60-89 Days
    
    
    90 Days and Over
    
    
    TotalNumber
    
    
    Amount
    
    
    Number
    
    
    Amount
    
    
    Number
    
    
    Amount(Dollars in thousands)At December 31, 2009Residential mortgage loans:One- to four-family
    
    
    47
    
    
    $
    13,273
    
    
    
    143
    
    
    $
    47,582
    
    
    
    190
    
    
    $
    60,855FHA
    
    
    4
    
    
    
    384
    
    
    
    19
    
    
    
    2,507
    
    
    
    23
    
    
    
    2,891Total residential mortgage loans
    
    
    51
    
    
    
    13,657
    
    
    
    162
    
    
    
    50,089
    
    
    
    213
    
    
    
    63,746Multi-family
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    553
    
    
    
    4
    
    
    
    553Commercial
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    3,417
    
    
    
    10
    
    
    
    3,417Construction loans
    
    
    3
    
    
    
    19,056
    
    
    
    21
    
    
    
    53,468
    
    
    
    24
    
    
    
    72,524Commercial and industrial
    
    
    3
    
    
    
    734
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    734Consumer and other loans:Home equity loans
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    81
    
    
    
    4
    
    
    
    81Home equity credit lines
    
    
    5
    
    
    
    191
    
    
    
    11
    
    
    
    1,074
    
    
    
    16
    
    
    
    1,265Other
    
    
    7
    
    
    
    7
    
    
    
    8
    
    
    
    11
    
    
    
    15
    
    
    
    18Total consumer and other loans
    
    
    12
    
    
    
    198
    
    
    
    23
    
    
    
    1,166
    
    
    
    35
    
    
    
    1,364Total
    
    
    69
    
    
    $
    33,645
    
    
    
    220
    
    
    $
    108,693
    
    
    
    289
    
    
    $
    142,338At June 30, 2009Residential mortgage loans:One- to four-family
    
    
    30
    
    
    $
    8,165
    
    
    
    82
    
    
    $
    27,837
    
    
    
    112
    
    
    $
    36,002FHA
    
    
    6
    
    
    
    721
    
    
    
    15
    
    
    
    1,904
    
    
    
    21
    
    
    
    2,625Total residential mortgage loans
    
    
    36
    
    
    
    8,886
    
    
    
    97
    
    
    
    29,741
    
    
    
    133
    
    
    
    38,627Multi-family
    
    
    1
    
    
    
    181
    
    
    
    6
    
    
    
    20,074
    
    
    
    7
    
    
    
    20,255Commercial
    
    
    3
    
    
    
    784
    
    
    
    6
    
    
    
    2,820
    
    
    
    9
    
    
    
    3,604Construction loans
    
    
    3
    
    
    
    11,263
    
    
    
    17
    
    
    
    58,550
    
    
    
    20
    
    
    
    69,813Commercial and industrial
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other loans:Home equity loans
    
    
    1
    
    
    
    2
    
    
    
    2
    
    
    
    60
    
    
    
    3
    
    
    
    62Home equity credit lines
    
    
    4
    
    
    
    659
    
    
    
    3
    
    
    
    150
    
    
    
    7
    
    
    
    809Other
    
    
    4
    
    
    
    4
    
    
    
    10
    
    
    
    15
    
    
    
    14
    
    
    
    19Total consumer and other loans
    
    
    9
    
    
    
    665
    
    
    
    15
    
    
    
    225
    
    
    
    24
    
    
    
    890Total
    
    
    52
    
    
    $
    21,779
    
    
    
    141
    
    
    $
    111,410
    
    
    
    193
    
    
    $
    133,189At June 30, 2008Residential mortgage loans:One- to four-family
    
    
    8
    
    
    $
    1,608
    
    
    
    18
    
    
    $
    5,060
    
    
    
    26
    
    
    $
    6,668FHA
    
    
    1
    
    
    
    66
    
    
    
    15
    
    
    
    1,631
    
    
    
    16
    
    
    
    1,697Total residential mortgage loans
    
    
    9
    
    
    
    1,674
    
    
    
    33
    
    
    
    6,691
    
    
    
    42
    
    
    
    8,365Multi-family and commercial
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    1,600
    
    
    
    4
    
    
    
    1,600Construction loans
    
    
    1
    
    
    
    10,960
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    10,960Consumer and other loans:Home equity loans
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    88
    
    
    
    3
    
    
    
    88Home equity credit lines
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    30
    
    
    
    1
    
    
    
    30Other
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    4
    
    
    
    4Total consumer and other loans
    
    
    2
    
    
    
    2
    
    
    
    6
    
    
    
    120
    
    
    
    8
    
    
    
    122Total
    
    
    12
    
    
    $
    12,636
    
    
    
    43
    
    
    $
    8,411
    
    
    
    55
    
    
    $
    21,047At June 30, 2007Residential mortgage loans:One- to four-family
    
    
    7
    
    
    $
    628
    
    
    
    12
    
    
    $
    2,220
    
    
    
    19
    
    
    $
    2,848FHA
    
    
    2
    
    
    
    263
    
    
    
    14
    
    
    
    1,300
    
    
    
    16
    
    
    
    1,563Total residential mortgage loans
    
    
    9
    
    
    
    891
    
    
    
    26
    
    
    
    3,520
    
    
    
    35
    
    
    
    4,411Multi-family and commercial
    
    
    1
    
    
    
    579
    
    
    
    3
    
    
    
    452
    
    
    
    4
    
    
    
    1,031Construction loans
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1,146
    
    
    
    1
    
    
    
    1,146Consumer and other loans:Home equity loans
    
    
    1
    
    
    
    7
    
    
    
    1
    
    
    
    28
    
    
    
    2
    
    
    
    35Home equity credit lines
    
    
    3
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    88Other
    
    
    1
    
    
    
    1
    
    
    
    4
    
    
    
    3
    
    
    
    5
    
    
    
    4Total consumer and other loans
    
    
    5
    
    
    
    96
    
    
    
    5
    
    
    
    31
    
    
    
    10
    
    
    
    127Total
    
    
    15
    
    
    $
    1,566
    
    
    
    35
    
    
    $
    5,149
    
    
    
    50
    
    
    $
    6,715
 13




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##### Table of Contents



Non-Performing Assets.
  December 31,
    
    
    June 30,2009(1)
    
    
    2009(2)
    
    
    2008(3)
    
    
    2007
    
    
    2006
    
    
    2005(Dollars in thousands)Non-accrual loans:Residential mortgage loans:One- to four-family
    
    $
    47,582
    
    
    $
    27,837
    
    
    $
    5,060
    
    
    $
    2,220
    
    
    $
    1,346
    
    
    $
    3,237FHA
    
    
    2,507
    
    
    
    1,904
    
    
    
    1,631
    
    
    
    1,300
    
    
    
    1,440
    
    
    
    3,825Total residential mortgage loans
    
    
    50,089
    
    
    
    29,741
    
    
    
    6,691
    
    
    
    3,520
    
    
    
    2,786
    
    
    
    7,062Multi-family and commercial
    
    
    3,970
    
    
    
    22,894
    
    
    
    1,600
    
    
    
    452
    
    
    
    477
    
    
    
    608Construction loans
    
    
    64,968
    
    
    
    68,826
    
    
    
    10,960
    
    
    
    1,146
    
    
    
    
    
    
    
    Commercial and industrial
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other loans:Home equity loans
    
    
    81
    
    
    
    60
    
    
    
    88
    
    
    
    28
    
    
    
    6
    
    
    
    193Home equity credit lines
    
    
    1,074
    
    
    
    150
    
    
    
    30
    
    
    
    
    
    
    
    30
    
    
    
    Other
    
    
    11
    
    
    
    15
    
    
    
    2
    
    
    
    3
    
    
    
    
    
    
    
    2Total consumer and other loans
    
    
    1,166
    
    
    
    225
    
    
    
    120
    
    
    
    31
    
    
    
    36
    
    
    
    195Total
    
    
    120,193
    
    
    
    121,686
    
    
    
    19,371
    
    
    
    5,149
    
    
    
    3,299
    
    
    
    7,865Total non-performing loans
    
    
    120,193
    
    
    
    121,686
    
    
    
    19,371
    
    
    
    5,149
    
    
    
    3,299
    
    
    
    7,865Real estate owned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total non-performing assets
    
    $
    120,193
    
    
    $
    121,686
    
    
    $
    19,371
    
    
    $
    5,149
    
    
    $
    3,299
    
    
    $
    7,865Total non-performing loans to total loans
    
    
    1.81
    %
    
    
    1.97
    %
    
    
    0.42
    %
    
    
    0.14
    %
    
    
    0.11
    %
    
    
    0.39
    %Total non-performing loans to total assets
    
    
    1.44
    %
    
    
    1.50
    %
    
    
    0.30
    %
    
    
    0.09
    %
    
    
    0.06
    %
    
    
    0.15
    %Total non-performing assets to total assets
    
    
    1.44
    %
    
    
    1.50
    %
    
    
    0.30
    %
    
    
    0.09
    %
    
    
    0.06
    %
    
    
    0.15
    %
 
 (1)
    
    An $11.5 million construction loan that is 60-89 days delinquent at December 31, 2009 is classified as
non-performing.(2)
    
    Two construction loans totaling $10.3 million are 60-89 days delinquent at June 30, 2009 are classified as
non-performing.(3)
    
    An $11.0 million construction loan that is 60-89 days delinquent at June 30, 2008 is classified as non-performing.  Real Estate Owned.
 14




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##### Table of Contents



Classified Assets.
   Impaired Loans.
 Allowance for Loan Losses
   15




---



##### Table of Contents



Allowance for Loan Losses.
 Six months Ended December 31,
    
    
    At or for the Years Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Unaudited)(Dollars in thousands)Allowance balance (beginning of period)
    
    $
    46,608
    
    
    $
    13,565
    
    
    $
    13,565
    
    
    $
    6,951
    
    
    $
    6,369
    
    
    $
    5,723
    
    
    $
    5,218Provision for loan losses
    
    
    23,425
    
    
    
    13,000
    
    
    
    29,025
    
    
    
    6,646
    
    
    
    729
    
    
    
    600
    
    
    
    604Charge-offs:Residential mortgage loans One- to four-family
    
    
    1,587
    
    
    
    13
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    3FHA
    
    
    4
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    141
    
    
    
    143
    
    
    
    108Total residential mortgage loans
    
    
    1,591
    
    
    
    13
    
    
    
    14
    
    
    
    18
    
    
    
    141
    
    
    
    143
    
    
    
    111Multi-family and commercial loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Construction loans
    
    
    13,411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial & industrial loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other loans
    
    
    23
    
    
    
    3
    
    
    
    11
    
    
    
    15
    
    
    
    10
    
    
    
    10
    
    
    
    14Total charge-offs
    
    
    15,025
    
    
    
    16
    
    
    
    25
    
    
    
    33
    
    
    
    151
    
    
    
    153
    
    
    
    125Recoveries:Residential mortgage loansOne- to four-family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25FHA
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    Total residential mortgage loans
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    25Multi-family and commercial loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Construction loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial & industrial loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4
    
    
    
    3
    
    
    
    1Total recoveries
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4
    
    
    
    199
    
    
    
    26Net (charge-offs) recoveries
    
    
    (14,981
    )
    
    
    (16
    )
    
    
    (25
    )
    
    
    (32
    )
    
    
    (147
    )
    
    
    46
    
    
    
    (99
    )Allowance acquired in acquisition
    
    
    
    
    
    
    
    
    
    
    4,043
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Allowance balance (end of period)
    
    $
    55,052
    
    
    $
    26,549
    
    
    $
    46,608
    
    
    $
    13,565
    
    
    $
    6,951
    
    
    $
    6,369
    
    
    $
    5,723Total loans outstanding
    
    $
    6,652,127
    
    
    $
    5,623,563
    
    
    $
    6,171,716
    
    
    $
    4,663,713
    
    
    $
    3,610,320
    
    
    $
    2,983,242
    
    
    $
    2,020,571Average loans outstanding
    
    
    6,370,350
    
    
    
    5,241,754
    
    
    
    5,482,009
    
    
    
    4,043,398
    
    
    
    3,305,807
    
    
    
    2,462,270
    
    
    
    1,533,741Allowance for loan losses as a percent of total
loans outstanding
    
    
    0.83
    %
    
    
    0.47
    %
    
    
    0.76
    %
    
    
    0.29
    %
    
    
    0.19
    %
    
    
    0.21
    %
    
    
    0.28
    %Net loans charged off as a percent of average
loans outstanding
    
    
    0.24
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    0.01
    %Allowance for loan losses to non-performing loans
    
    
    45.80
    %
    
    
    55.53
    %
    
    
    38.30
    %
    
    
    70.03
    %
    
    
    135.00
    %
    
    
    193.06
    %
    
    
    72.77
    %
 16




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##### Table of Contents



Allocation of Allowance for Loan Losses.
 December 31,
    
    
    June 30,2009
    
    
    2009
    
    
    2008Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Percent ofLoans in
    
    
    
    
    
    
    Loans in
    
    
    
    
    
    
    Loans inAllowance
    
    
    Each
    
    
    Allowance
    
    
    Each
    
    
    Allowance
    
    
    Eachfor Loan
    
    
    Category to
    
    
    for Loan
    
    
    Category to
    
    
    for Loan
    
    
    Category toLosses
    
    
    Total Loans
    
    
    Losses
    
    
    Total Loans
    
    
    Losses
    
    
    Total Loans(Dollars in thousands)End of period allocated to:Residential mortgage loans
    
    $
    13,741
    
    
    
    71.76
    %
    
    $
    10,841
    
    
    
    76.30
    %
    
    $
    4,585
    
    
    
    85.97
    %Multi-family
    
    
    3,227
    
    
    
    9.21
    %
    
    
    1,518
    
    
    
    7.82
    %
    
    
    223
    
    
    
    1.77
    %Commercial
    
    
    10,208
    
    
    
    10.97
    %
    
    
    6,223
    
    
    
    7.02
    %
    
    
    1,454
    
    
    
    3.06
    %Construction loans
    
    
    25,194
    
    
    
    5.03
    %
    
    
    23,437
    
    
    
    5.62
    %
    
    
    4,836
    
    
    
    5.58
    %Commercial and industrial
    
    
    558
    
    
    
    0.35
    %
    
    
    351
    
    
    
    0.25
    %
    
    
    
    
    
    
    
    %Consumer and other loans
    
    
    510
    
    
    
    2.68
    %
    
    
    459
    
    
    
    2.99
    %
    
    
    254
    
    
    
    3.62
    %Unallocated
    
    
    1,614
    
    
    
    
    
    
    
    3,779
    
    
    
    
    
    
    
    2,213Total allowance
    
    $
    55,052
    
    
    
    100.00
    %
    
    $
    46,608
    
    
    
    100.00
    %
    
    $
    13,565
    
    
    
    100.00
    %
 June 30,2007
    
    
    2006
    
    
    2005Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Percent ofLoans in
    
    
    
    
    
    
    Loans in
    
    
    
    
    
    
    Loans inAllowance
    
    
    Each
    
    
    Allowance
    
    
    Each
    
    
    Allowance
    
    
    Eachfor Loan
    
    
    Category to
    
    
    for Loan
    
    
    Category to
    
    
    for Loan
    
    
    Category toLosses
    
    
    Total Loans
    
    
    Losses
    
    
    Total Loans
    
    
    Losses
    
    
    Total Loans(Dollars in thousands)End of period allocated to:Residential mortgage loans
    
    $
    3,444
    
    
    
    88.14
    %
    
    $
    2,910
    
    
    
    90.33
    %
    
    $
    4,249
    
    
    
    94.48
    %Multi-family and commercial
    
    
    956
    
    
    
    3.03
    %
    
    
    1,591
    
    
    
    2.65
    %
    
    
    712
    
    
    
    0.95
    %Construction loans
    
    
    1,896
    
    
    
    4.25
    %
    
    
    820
    
    
    
    2.22
    %
    
    
    28
    
    
    
    0.35
    %Consumer and other loans
    
    
    247
    
    
    
    4.58
    %
    
    
    354
    
    
    
    4.80
    %
    
    
    248
    
    
    
    4.22
    %Unallocated
    
    
    408
    
    
    
    
    
    
    
    694
    
    
    
    
    
    
    
    486Total allowance
    
    $
    6,951
    
    
    
    100.00
    %
    
    $
    6,369
    
    
    
    100.00
    %
    
    $
    5,723
    
    
    
    100.00
    %
 17




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##### Table of Contents



Security Investments
     Mortgage-Backed Securities.
   18




---



##### Table of Contents



Corporate and Other Debt Securities.
    19




---



##### Table of Contents



Government Sponsored Enterprises.
 Marketable Equity Securities.
 20




---



##### Table of Contents



Securities Portfolios.
 At December 31,
    
    
    At June 30,2009
    
    
    2009
    
    
    2008
    
    
    2007Amortized
    
    
    Estimated
    
    
    Amortized
    
    
    Estimated
    
    
    Amortized
    
    
    Estimated
    
    
    Amortized
    
    
    EstimatedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value(In thousands)Available-for-sale:Equity securities
    
    $
    1,832
    
    
    $
    2,053
    
    
    $
    1,583
    
    
    $
    1,598
    
    
    $
    6,655
    
    
    $
    6,514
    
    
    $
    6,205
    
    
    $
    5,969GSE debt securities
    
    
    25,013
    
    
    
    25,039
    
    
    
    30,051
    
    
    
    30,079
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities:Federal Home Loan Mortgage Corporation
    
    
    206,877
    
    
    
    209,522
    
    
    
    151,450
    
    
    
    152,718
    
    
    
    51,256
    
    
    
    51,197
    
    
    
    68,635
    
    
    
    67,223Federal National Mortgage Association
    
    
    158,678
    
    
    
    160,427
    
    
    
    94,967
    
    
    
    96,617
    
    
    
    49,393
    
    
    
    49,364
    
    
    
    70,059
    
    
    
    68,856Government National Mortgage Association
    
    
    10,504
    
    
    
    10,450
    
    
    
    275
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-agency securities
    
    
    67,290
    
    
    
    63,752
    
    
    
    80,523
    
    
    
    73,704
    
    
    
    101,555
    
    
    
    95,957
    
    
    
    119,598
    
    
    
    115,891Total mortgage-backed securities available for sale
    
    
    443,349
    
    
    
    444,151
    
    
    
    327,215
    
    
    
    323,339
    
    
    
    202,204
    
    
    
    196,518
    
    
    
    258,292
    
    
    
    251,970Total securities available-for-sale
    
    $
    470,194
    
    
    $
    471,243
    
    
    $
    358,849
    
    
    $
    355,016
    
    
    $
    208,859
    
    
    $
    203,032
    
    
    $
    264,497
    
    
    $
    257,939Held-to-maturity:Debt securities:Government Sponsored Enterprises
    
    $
    15,226
    
    
    $
    15,956
    
    
    $
    18,238
    
    
    $
    19,161
    
    
    $
    46,703
    
    
    $
    47,052
    
    
    $
    131,900
    
    
    $
    127,370Municipal bonds
    
    
    10,259
    
    
    
    10,451
    
    
    
    10,420
    
    
    
    10,624
    
    
    
    10,574
    
    
    
    10,773
    
    
    
    14,048
    
    
    
    14,236Corporate and other debt securities
    
    
    21,411
    
    
    
    37,809
    
    
    
    20,727
    
    
    
    20,129
    
    
    
    178,669
    
    
    
    135,527
    
    
    
    166,074
    
    
    
    165,89746,896
    
    
    
    64,216
    
    
    
    49,385
    
    
    
    49,914
    
    
    
    235,946
    
    
    
    193,352
    
    
    
    312,022
    
    
    
    307,503Mortgage-backed securities:Federal Home Loan Mortgage Corporation
    
    
    358,998
    
    
    
    369,404
    
    
    
    429,969
    
    
    
    440,088
    
    
    
    551,708
    
    
    
    544,834
    
    
    
    684,839
    
    
    
    660,478Government National Mortgage Association
    
    
    3,880
    
    
    
    4,157
    
    
    
    4,269
    
    
    
    4,617
    
    
    
    5,052
    
    
    
    5,322
    
    
    
    6,061
    
    
    
    6,235Federal National Mortgage Association
    
    
    236,109
    
    
    
    245,353
    
    
    
    278,272
    
    
    
    286,820
    
    
    
    354,493
    
    
    
    351,003
    
    
    
    444,689
    
    
    
    430,723Federal housing authorities
    
    
    2,549
    
    
    
    2,780
    
    
    
    2,654
    
    
    
    2,908
    
    
    
    2,849
    
    
    
    3,077
    
    
    
    3,027
    
    
    
    3,251Non-agency securities
    
    
    69,009
    
    
    
    67,495
    
    
    
    81,494
    
    
    
    76,955
    
    
    
    105,006
    
    
    
    100,465
    
    
    
    128,284
    
    
    
    123,686Total mortgage-backed securities held-to-maturity
    
    
    670,545
    
    
    
    689,189
    
    
    
    796,658
    
    
    
    811,388
    
    
    
    1,019,108
    
    
    
    1,004,701
    
    
    
    1,266,900
    
    
    
    1,224,373Total securities held-to-maturity
    
    $
    717,441
    
    
    $
    753,405
    
    
    $
    846,043
    
    
    $
    861,302
    
    
    $
    1,255,054
    
    
    $
    1,198,053
    
    
    $
    1,578,922
    
    
    $
    1,531,876Total securities
    
    $
    1,187,635
    
    
    $
    1,224,648
    
    
    $
    1,204,892
    
    
    $
    1,216,318
    
    
    $
    1,463,913
    
    
    $
    1,401,085
    
    
    $
    1,843,419
    
    
    $
    1,789,815
  21




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##### Table of Contents



Portfolio Maturities and Yields.
 More than One Year
    
    
    More than Five YearsOne Year or Less
    
    
    through Five Years
    
    
    through Five Years
    
    

    More than Ten Years
    
    
    Total SecuritiesWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAmortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    
    
    
    
    AverageCost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    

    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Fair Value
    
    
    Yield(Dollars in thousands)Available-for-Sale:Equity securities
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    1,832
    
    
    
    
    %
    
    $
    1,832
    
    
    $
    2,053
    
    
    
    
    %GSE debt securities
    
    
    25,013
    
    
    
    0.89
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    25,013
    
    
    
    25,039
    
    
    
    
    %Mortgage-backed securities:Federal Home Loan Mortgage
Corporation
    
    
    
    
    
    
    
    %
    
    
    4,510
    
    
    
    4.01
    %
    
    
    38,461
    
    
    
    4.01
    %
    
    
    163,906
    
    
    
    4.79
    %
    
    
    206,877
    
    
    
    209,522
    
    
    
    4.63
    %Government National Mortgage
Association
    
    
    
    
    
    
    
    %
    
    
    15,031
    
    
    
    4.04
    %
    
    
    65,906
    
    
    
    4.00
    %
    
    
    77,741
    
    
    
    4.45
    %
    
    
    158,678
    
    
    
    160,427
    
    
    
    4.23
    %Federal National Mortgage
Association
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    10,504
    
    
    
    4.01
    %
    
    
    10,504
    
    
    
    10,450
    
    
    
    4.01
    %Non-agency securities
    
    
    
    
    
    
    
    %
    
    
    89
    
    
    
    0.41
    %
    
    
    50,320
    
    
    
    4.59
    %
    
    
    16,881
    
    
    
    4.07
    %
    
    
    67,290
    
    
    
    63,752
    
    
    
    4.45
    %Total mortgage-backed
securities
    
    $
    
    
    
    
    
    %
    
    
    19,630
    
    
    
    4.02
    %
    
    
    154,687
    
    
    
    4.19
    %
    
    
    269,032
    
    
    
    4.46
    %
    
    
    443,349
    
    
    
    444,151
    
    
    
    4.44
    %Total securities available-for-
sale
    
    $
    25,013
    
    
    
    0.89
    %
    
    $
    19,630
    
    
    
    4.02
    %
    
    $
    154,687
    
    
    
    4.19
    %
    
    $
    270,864
    
    
    
    4.43
    %
    
    $
    470,194
    
    
    $
    471,243
    
    
    
    4.19
    %Held-to-Maturity:Debt securities:Government sponsored enterprises
    
    $
    
    
    
    
    
    %
    
    $
    15,000
    
    
    
    4.50
    %
    
    $
    226
    
    
    
    1.25
    %
    
    $
    
    
    
    
    
    %
    
    $
    15,226
    
    
    $
    15,956
    
    
    
    4.45
    %Municipal bonds
    
    
    
    
    
    
    
    %
    
    
    5,109
    
    
    
    6.80
    %
    
    
    20
    
    
    
    7.17
    %
    
    
    5,130
    
    
    
    9.08
    %
    
    
    10,259
    
    
    
    10,451
    
    
    
    7.94
    %Corporate and other debt
securities
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    21,411
    
    
    
    1.81
    %
    
    
    21,411
    
    
    
    37,809
    
    
    
    1.81
    %
    
    
    
    
    %
    
    
    20,109
    
    
    
    5.08
    %
    
    
    246
    
    
    
    1.73
    %
    
    
    26,541
    
    
    
    3.22
    %
    
    
    46,896
    
    
    
    64,216
    
    
    
    4.01
    %Mortgage-backed securities:Federal Home Loan Mortgage
Corporation
    
    
    4,803
    
    
    
    3.65
    %
    
    
    12,511
    
    
    
    4.05
    %
    
    
    188,328
    
    
    
    4.22
    %
    
    
    153,356
    
    
    
    4.07
    %
    
    
    358,998
    
    
    
    369,404
    
    
    
    4.00
    %Government National Mortgage
Association
    
    
    
    
    
    
    
    %
    
    
    1
    
    
    
    12.00
    %
    
    
    2
    
    
    
    10.00
    %
    
    
    3,877
    
    
    
    7.24
    %
    
    
    3,880
    
    
    
    4,157
    
    
    
    7.24
    %Federal National Mortgage
Association
    
    
    1,259
    
    
    
    4.25
    %
    
    
    112
    
    
    
    7.50
    %
    
    
    116,268
    
    
    
    4.65
    %
    
    
    118,470
    
    
    
    4.67
    %
    
    
    236,109
    
    
    
    245,353
    
    
    
    4.64
    %Federal and state housing
authorities
    
    
    
    
    
    
    
    %
    
    
    1,572
    
    
    
    8.88
    %
    
    
    977
    
    
    
    8.90
    %
    
    
    
    
    
    
    
    %
    
    
    2,549
    
    
    
    2,780
    
    
    
    8.88
    %Non-agency securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,849
    
    
    
    4.88
    %
    
    
    4,160
    
    
    
    2.91
    %
    
    
    69,009
    
    
    
    67,495
    
    
    
    4.76
    %Total mortgage-backed securities
    
    
    6,062
    
    
    
    3.78
    %
    
    
    14,196
    
    
    
    4.61
    %
    
    
    370,424
    
    
    
    4.48
    %
    
    
    279,863
    
    
    
    4.35
    %
    
    
    670,545
    
    
    
    689,189
    
    
    
    4.34
    %Total securities held-to-maturity
    
    $
    6,062
    
    
    
    3.78
    %
    
    $
    34,305
    
    
    
    4.89
    %
    
    $
    370,670
    
    
    
    4.48
    %
    
    $
    306,404
    
    
    
    4.25
    %
    
    $
    717,441
    
    
    $
    753,405
    
    
    
    4.31
    %
 22




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##### Table of Contents



Sources of Funds
 General.
 Deposits.
    At December 31,
    
    
    At June 30,2009
    
    
    2009Percent of
    
    
    Weighted
    
    
    
    
    
    
    Percent of
    
    
    WeightedTotal
    
    
    Average
    
    
    
    
    
    
    Total
    
    
    AverageBalance
    
    
    Deposits
    
    
    Rate
    
    
    Balance
    
    
    Deposits
    
    
    Rate(Dollars in thousands)Savings
    
    $
    877,421
    
    
    
    15.02
    %
    
    
    1.64
    %
    
    $
    779,678
    
    
    
    14.16
    %
    
    
    1.99
    %Checking accounts
    
    
    927,675
    
    
    
    15.88
    
    
    
    0.81
    
    
    
    898,816
    
    
    
    16.33
    
    
    
    0.84Money market deposits
    
    
    742,618
    
    
    
    12.72
    
    
    
    1.26
    
    
    
    521,425
    
    
    
    9.47
    
    
    
    1.76Total transaction accounts
    
    
    2,547,714
    
    
    
    43.62
    
    
    
    1.21
    
    
    
    2,199,919
    
    
    
    39.96
    
    
    
    1.46Certificates of deposit
    
    
    3,292,929
    
    
    
    56.38
    
    
    
    2.18
    
    
    
    3,305,828
    
    
    
    60.04
    
    
    
    2.80Total deposits
    
    $
    5,840,643
    
    
    
    100.00
    %
    
    
    1.77
    %
    
    $
    5,505,747
    
    
    
    100.00
    %
    
    
    2.27
    %
 23




---



##### Table of Contents



At June 30,2008
    
    
    2007Percent of
    
    
    Weighted
    
    
    
    
    
    
    Percent of
    
    
    WeightedTotal
    
    
    Average
    
    
    
    
    
    
    Total
    
    
    AverageBalance
    
    
    Deposits
    
    
    Rate
    
    
    Balance
    
    
    Deposits
    
    
    Rate(Dollars in thousands)Savings
    
    $
    417,196
    
    
    
    10.51
    %
    
    
    1.96
    %
    
    $
    358,866
    
    
    
    9.52
    %
    
    
    2.13
    %Checking
    
    
    401,100
    
    
    
    10.10
    
    
    
    1.28
    
    
    
    406,231
    
    
    
    10.78
    
    
    
    2.30Money market deposits
    
    
    229,018
    
    
    
    5.77
    
    
    
    2.06
    
    
    
    182,274
    
    
    
    4.84
    
    
    
    2.37Total transaction accounts
    
    
    1,047,314
    
    
    
    26.38
    
    
    
    1.72
    
    
    
    947,371
    
    
    
    25.14
    
    
    
    2.25Certificates of deposit
    
    
    2,922,961
    
    
    
    73.62
    
    
    
    3.71
    
    
    
    2,820,817
    
    
    
    74.86
    
    
    
    5.03Total deposits
    
    $
    3,970,275
    
    
    
    100.00
    %
    
    
    3.18
    %
    
    $
    3,768,188
    
    
    
    100.00
    %
    
    
    4.33
    %
  At December 31,
    
    
    At June 30,2009
    
    
    2009
    
    
    2008
    
    
    2007(Dollars in thousands)Certificates of DepositsLess than 2%
    
    $
    1,872,168
    
    
    $
    598,759
    
    
    $
    45,284
    
    
    $
    18,8132.01% - 3.00%
    
    
    850,129
    
    
    
    1,501,821
    
    
    
    566,007
    
    
    
    19,9103.01% - 4.00%
    
    
    267,519
    
    
    
    866,050
    
    
    
    1,188,461
    
    
    
    441,6334.01% - 5.00%
    
    
    268,460
    
    
    
    311,509
    
    
    
    769,010
    
    
    
    1,070,531Over 5.00%
    
    
    34,653
    
    
    
    27,689
    
    
    
    354,199
    
    
    
    1,269,930Total
    
    $
    3,292,929
    
    
    $
    3,305,828
    
    
    $
    2,922,961
    
    
    $
    2,820,817
  Within
    
    
    Over
    
    
    Over
    
    
    Over
    
    
    Over
    
    
    OverThree
    
    
    Three to
    
    
    Six Months to
    
    
    One Year to
    
    
    Two Years to
    
    
    ThreeMonths
    
    
    Six Months
    
    
    One Year
    
    
    Two Years
    
    
    Three Years
    
    
    Years
    
    
    Total(Dollars in thousands)Certificates of DepositsLess than 2%
    
    $
    379,424
    
    
    $
    759,438
    
    
    $
    529,760
    
    
    $
    199,924
    
    
    $
    3,491
    
    
    $
    131
    
    
    $
    1,872,1682.01% - 3.00%
    
    
    181,412
    
    
    
    137,958
    
    
    
    170,627
    
    
    
    311,655
    
    
    
    15,153
    
    
    
    33,324
    
    
    
    850,1293.01% - 4.00%
    
    
    83,243
    
    
    
    68,681
    
    
    
    25,103
    
    
    
    24,145
    
    
    
    22,859
    
    
    
    43,488
    
    
    
    267,5194.01% - 5.00%
    
    
    15,866
    
    
    
    11,216
    
    
    
    8,930
    
    
    
    65,289
    
    
    
    133,149
    
    
    
    34,010
    
    
    
    268,460Over 5.00%
    
    
    116
    
    
    
    312
    
    
    
    1,815
    
    
    
    9,288
    
    
    
    13,608
    
    
    
    9,514
    
    
    
    34,653Total
    
    $
    660,061
    
    
    $
    977,605
    
    
    $
    736,235
    
    
    $
    610,301
    
    
    $
    188,260
    
    
    $
    120,467
    
    
    $
    3,292,929
  AtDecember 31, 2009(In thousands)Three months or less
    
    $
    236,416Over three months through six months
    
    
    321,219Over six months through one year
    
    
    220,468Over one year
    
    
    324,131Total
    
    $
    1,102,234
 Borrowings .
 24




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##### Table of Contents



At or for the Six Month Period EndedDecember 31,
    
    
    At or for the Years Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2007(Unaudited)(Dollars in thousands)Balance at end of period
    
    $
    850,542
    
    
    $
    1,223,569
    
    
    $
    870,555
    
    
    $
    563,583
    
    
    $
    333,710Average balance during period
    
    
    819,585
    
    
    
    1,280,026
    
    
    
    989,855
    
    
    
    208,866
    
    
    
    196,417Maximum outstanding at any month end
    
    
    870,553
    
    
    
    1,348,574
    
    
    
    1,348,574
    
    
    
    563,583
    
    
    
    333,710Weighted average interest rate at end of period
    
    
    3.79
    %
    
    
    2.90
    %
    
    
    3.66
    %
    
    
    3.50
    %
    
    
    5.42
    %Average interest rate during period
    
    
    3.82
    %
    
    
    3.05
    %
    
    
    3.34
    %
    
    
    4.41
    %
    
    
    5.46
    %
  At or for the Six Month Period EndedDecember 31,
    
    
    At or for the Years Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2007(Unaudited)(Dollars in thousands)Balance at end of period
    
    $
    750,000
    
    
    $
    910,000
    
    
    $
    860,000
    
    
    $
    1,000,000
    
    
    $
    705,000Average balance during period
    
    
    823,620
    
    
    
    894,348
    
    
    
    902,326
    
    
    
    999,663
    
    
    
    925,280Maximum outstanding at any month end
    
    
    860,000
    
    
    
    1,085,000
    
    
    
    960,000
    
    
    
    1,109,500
    
    
    
    1,095,000Weighted average interest rate at end of period
    
    
    4.36
    %
    
    
    4.31
    %
    
    
    4.32
    %
    
    
    4.27
    %
    
    
    4.78
    %Average interest rate during period
    
    
    4.43
    %
    
    
    4.43
    %
    
    
    4.38
    %
    
    
    4.58
    %
    
    
    4.80
    %
 Subsidiary Activities
  ASB Investment Corp.
  ISB Mortgage Company LLC.
  ISB Asset Corporation.
 25




---



##### Table of Contents



ISB Holdings, Inc.
 American Savings Investment Corp.
  Personnel
  SUPERVISION AND REGULATION
 General
     26




---



##### Table of Contents



New Jersey Banking Regulation
 Activity Powers.
 
    
    real estate mortgages;
    
    consumer and commercial loans;
    
    specific types of debt securities, including certain corporate debt securities and
obligations of federal, state and local governments and agencies;
    
    certain types of corporate equity securities; and
    
    certain other assets.
  Loans-to-One-Borrower Limitations.
 Dividends.
 Minimum Capital Requirements.
 Examination and Enforcement.
 Federal Banking Regulation
 Capital Requirements.
 27




---



##### Table of Contents




    
    common stockholders equity, excluding the unrealized appreciation or depreciation,
net of tax, from available for sale securities;
    
    non-cumulative perpetual preferred stock, including any related retained earnings;
and
    
    minority interests in consolidated subsidiaries minus all intangible assets, other
than qualifying servicing rights and any net unrealized loss on marketable equity
securities.
  
    
    cumulative perpetual preferred stock;
    
    certain perpetual preferred stock for which the dividend rate may be reset
periodically;
    
    hybrid capital instruments, including mandatory convertible securities;
    
    term subordinated debt;
    
    intermediate term preferred stock;
    
    allowance for loan losses; and
    
    up to 45% of pretax net unrealized holding gains on available for sale equity
securities with readily determinable fair market values.
    
    
    the quality of the banks interest rate risk management process;
    
    the overall financial condition of the bank; and
    
    the level of other risks at the bank for which capital is needed.
  As of December 31, 2009PercentCapital
    
    
    of Assets(1)(Dollars in thousands)Total capital
    
    $
    749,585
    
    
    
    9.0
    %Tier 1 risk-based capital
    
    $
    749,585
    
    
    
    14.7
    %Total risk-based capital
    
    $
    804,637
    
    
    
    15.8
    %
 
 (1)
    
    For purposes of calculating Total capital, assets are based on
adjusted total average assets. In calculating Tier 1 risk-based
capital and Total risk-based capital, assets are based on total
risk- 28




---



##### Table of Contents



weighted assets.  Activity Restrictions on State-Chartered Banks.
   Federal Home Loan Bank System.
  29




---



##### Table of Contents



Safety and Soundness Standards.
  Enforcement.
 Prompt Corrective Action.
  
    
    its ratio of total capital to risk-weighted assets is at least 10%;
    
    its ratio of Tier 1 capital to risk-weighted assets is at least 6%; and
    
    its ratio of Tier 1 capital to total assets is at least 5%, and it is not subject to
any order or directive by the FDIC to meet a specific capital level.
  
    
    its ratio of total capital to risk-weighted assets is at least 8%; or
    
    its ratio of Tier 1 capital to risk-weighted assets is at least 4%; and
    
    its ratio of Tier 1 capital to total assets is at least 4% (3% if the bank receives
the highest rating under the Uniform Financial Institutions Rating System) and it is not a
well-capitalized institution.
  
    
    its total risk-based capital is less than 8%; or
 30




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##### Table of Contents




    
    its Tier 1 risk-based-capital is less than 4%; and
    
    its leverage ratio is less than 4%.
  
    
    its total risk-based capital is less than 6%;
    
    its Tier 1 capital is less than 3%; or
    
    its leverage ratio is less than 3%.
   
    
    insolvency, or when a assets of the bank are less than its liabilities to depositors
and others;
    
    substantial dissipation of assets or earnings through violations of law or unsafe or
unsound practices;
    
    existence of an unsafe or unsound condition to transact business;
    
    likelihood that the bank will be unable to meet the demands of its depositors or to
pay its obligations in the normal course of business; and
    
    insufficient capital, or the incurring or likely incurring of losses that will
deplete substantially all of the institutions capital with no reasonable prospect of
replenishment of capital without federal assistance.
  Liquidity.
 Deposit Insurance.
  31




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##### Table of Contents



Transactions with Affiliates of Investors Savings Bank.
  
    
    limits the extent to which a bank or its subsidiaries may engage in covered
transactions with any one affiliate to an amount equal to 10% of such banks capital
stock and retained earnings, and limits all such transactions with all affiliates to an
amount equal to 20% of such capital stock and retained earnings; and
    
    requires that all such transactions be on terms that are consistent with safe and
sound banking practices.
  32




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##### Table of Contents



Prohibitions Against Tying Arrangements.
 Privacy Standards.
    Community Reinvestment Act and Fair Lending Laws.
 
    
    a lending test, to evaluate the institutions record of making loans in its service
areas;
    
    an investment test, to evaluate the institutions record of investing in community
development projects, affordable housing, and programs benefiting low or moderate income
individuals and/or census tracts and businesses; and
    
    a service test, to evaluate the institutions delivery of services through its
branches, ATMs and other offices.
   Loans to a Banks Insiders
 Federal Regulation.
 33




---



##### Table of Contents



New Jersey Regulation.
 Federal Reserve System
  Interagency Guidance on Nontraditional Mortgage Product Risks.
 34




---



##### Table of Contents



Anti-Money Laundering and Customer Identification
   
    
    Establishment of anti-money laundering programs
    
    Establishment of a program specifying procedures for obtaining identifying information
from customers seeking to open new accounts, including verifying the identity of customers
within a reasonable period of time.
    
    Establishment of enhanced due diligence policies, procedures and controls designed to
detect and report money-laundering.
    
    Prohibitions on correspondent accounts for foreign shell banks and compliance with
record keeping obligations with respect to correspondent accounts of foreign banks.
    
    Bank regulators are directed to consider a holding companys effectiveness in combating
money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.
  35




---



##### Table of Contents



Sarbanes-Oxley Act of 2002
  Holding Company Regulation
 Federal Regulation.
    36




---



##### Table of Contents




    
    making or servicing loans;
    
    performing certain data processing services;
    
    providing discount brokerage services; or acting as fiduciary, investment or
financial advisor;
    
    leasing personal or real property;
    
    making investments in corporations or projects designed primarily to promote
community welfare; and
    
    acquiring a savings and loan association.
  
    
    each of its depository institution subsidiaries is well capitalized;
    
    each of its depository institution subsidiaries is well managed;
    
    each of its depository institution subsidiaries has at least a satisfactory
Community Reinvestment Act rating at its most recent examination; and
    
    the bank holding company has filed a certification with the Federal Reserve Board
stating that it elects to become a financial holding company.
    Conversion of Investors Bancorp, MHC to Stock Form.
 37




---



##### Table of Contents



New Jersey Regulation.
 Acquisition of Investors Bancorp, Inc.
 Federal Securities Laws.
  38




---



##### Table of Contents



TAXATION
 Federal Taxation
 General.
 Method of Accounting.
 Bad Debt Reserves.
  Taxable Distributions and Recapture.
  Alternative Minimum Tax.
 Net Operating Loss Carryforwards and Charitable Contribution Carryforward.
  Corporate Dividends-Received Deduction.
 39




---



##### Table of Contents



State Taxation
 New Jersey State Taxation.
     Delaware State Taxation.
 40




---



##### Table of Contents



PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Position(s) held withInvestors Bancorp,Inc. and/or InvestorsSavings
    
    
    
    
    
    
    Director
    
    
    Expiration ofName
    
    Bank
    
    
    Age
    
    
    Since
    
    
    TermRobert M. Cashill
    
    Chairman
    
    
    67
    
    
    
    1998
    
    
    
    2010Brian D. Dittenhafer
    
    Director
    
    
    67
    
    
    
    1997
    
    
    
    2010Vincent D. Manahan III
    
    Director
    
    
    72
    
    
    
    2002
    
    
    
    2010James H. Ward, III
    
    Director
    
    
    61
    
    
    
    2009
    
    
    
    2010Rose Sigler
    
    Lead Director
    
    
    75
    
    
    
    1999
    
    
    
    2011Doreen R. Byrnes
    
    Director
    
    
    61
    
    
    
    2002
    
    
    
    2011Richard J. Petroski
    
    Director
    
    
    71
    
    
    
    2008
    
    
    
    2011Stephen J. Szabatin
    
    Director
    
    
    73
    
    
    
    1994
    
    
    
    2011Joseph H. Shepard III
    
    Director
    
    
    75
    
    
    
    1988
    
    
    
    2012Kevin Cummings

    
    Director, President and
Chief Executive Officer
    
    
    55
    
    
    
    2008
    
    
    
    2012
  Directors
 Term to Expire 2010
 Robert M. Cashill
 41




---



##### Table of Contents



Brian D. Dittenhafer
 Vincent D. Manahan III
 James H. Ward, III,
 Term to Expire 2011
 Doreen R. Byrnes
 Richard J. Petroski
 42




---



##### Table of Contents



Stephen J. Szabatin
 Term to Expire 2012
 Kevin Cummings
 Retiring Directors
  Rose Sigler
 Joseph H. Shepard III
 43




---



##### Table of Contents



Executive Officers of the Bank Who Are Not Also Directors
 Domenick A. Cama
 Richard S. Spengler
 Paul Kalamaras
 Thomas F. Splaine, Jr.
 Corporate Governance Matters
  Section 16(a) Beneficial Ownership Reporting Compliance
  44




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##### Table of Contents



Board of Directors Meetings and Committees
   Board Leadership Structure and Role in Risk Oversight
    Corporate Governance Guidelines
 www.isbnj.com
 
    
    Mission of the Board;
    
    Director responsibilities and qualifications;
    
    Board nominating procedures and election criteria;
    
    Stock ownership policies, Board size, director independence; and
    
    Director compensation, education and code of ethics.
  Nominating and Corporate Governance Committee
  45




---



##### Table of Contents



www.isbnj.com
   
    
    Lead the search for individuals qualified to
become members of the Board of Directors and develop
criteria (such as independence, experience relevant to
the needs of the company, leadership qualities,
diversity, stock ownership) for board membership;
    
    Make recommendations to the Board concerning Board nominees and stockholders proposals;
    
    Develop, recommend and oversee the annual self
evaluation process of the board and its committees;
    
    Develop and annually review corporate governance guidelines applicable to Investors Bancorp;
    
    Review and monitor the Boards compliance with
NASDAQ stock market listing standards for independence;
and
    
    Review, in consultation with the Compensation and
Benefits Committee, directors compensation and
benefits.
  Criteria for Election
    Procedures for the Nomination of Directors by Stockholders
  46




---



##### Table of Contents




    
    a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee;
    
    the qualifications of the candidate and why this candidate is being proposed;
    
    the name and address of the nominating stockholder as he/she appears on the Companys books, and number of shares of the Companys common stock that are
owned beneficially by such stockholder (if the stockholder is not a holder
of record, appropriate evidence of the stockholders ownership will be
required);
    
    the name, address and contact information for the nominated candidate, and the number of shares of common stock of the Company that are owned by the
candidate (if the candidate is not a holder of record, appropriate evidence
of the stockholders ownership should be provided);
    
    a statement of the candidates business and educational experience;
    
    such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;
    
    a statement detailing any relationship between the candidate and the Company and between the candidate and any customer, supplier or competitor of the
Company;
    
    detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
    
    a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.
  Stockholder and Interested Party Communication with the Board
  
    
    Forward the communication to the director(s) to whom it is addressed;
    
    Handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or
    
    Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly
hostile, threatening, illegal or otherwise inappropriate.
  47




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##### Table of Contents



Code of Ethics and Business Conduct
 www.isbnj.com
 Audit Committee Matters
 Audit Committee
  www.isbnj.com
  
    
    The integrity of Investors Bancorps financial statements;
    
    Investors Bancorps compliance with legal and regulatory requirements;
    
    The independent auditors qualifications and independence;
    
    The performance of Investors Bancorps internal audit function and independent auditor, and
    
    Investors Bancorps system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance.
  
    
    Retain, oversee and evaluate a firm of independent
registered public accountants to audit the annual
financial statements;
    
    Review the integrity of Investors Bancorps financial reporting processes, both internal and
external, in consultation with the independent
registered public accounting firm and the internal
auditor;
    
    Review the financial statements and the audit report with management and the independent registered
public accounting firm;
    
    Review earnings and financial releases and quarterly and annual reports filed with the Securities
and Exchange Commission; and
    
    Approve all engagements for audit and non-audit services by the independent registered public
accounting firm.
  48




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##### Table of Contents



AUDIT COMMITTEE REPORT
 Pursuant to rules and regulations of the Securities and Exchange Commission, this Audit
Committee Report shall not be deemed incorporated by reference to any general statement
incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Investors
Bancorp specifically incorporates this information by reference, and otherwise shall not be deemed
soliciting material or to be filed with the Securities and Exchange Commission subject to
Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, as amended.
   
    
    reviewed and discussed with management, and the independent registered public accounting firm, the
audited consolidated financial statements of Investors
Bancorp for the six months ended December 31, 2009;
    
    discussed with the independent registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61, Communications
with Audit Committees, as amended; and
    
    received the written disclosures and the letter from the independent registered public accounting firm
required by applicable requirements of the Public
Company Accounting Oversight Board regarding the
independent registered public accounting firms
communications with the audit committee concerning
independence, and has discussed with the independent
registered public accounting firm its independence from
Investors Bancorp.
  Compensation and Benefits Committee Matters
 Compensation and Benefits Committee
 www.isbnj.com
   
    
    Review and recommend to the Board for approval the Chief Executive Officers annual compensation,
including salary, bonus, incentive and equity
compensation;
 49




---



##### Table of Contents




    
    Review and recommend to the Board the evaluation process and compensation structure for the Companys
executive officers, coordinate compensation
determinations and benefit plans for all employees of
the Company;
    
    Review the Companys incentive compensation and other stock-based plans and make changes in
such plans as needed; and
    
    Review, as appropriate and in consultation with the Nominating and Corporate Governance Committee,
director compensation and benefits;
      Compensation and Benefits Committee Interlocks and Insider Participation
  50




---



##### Table of Contents



ITEM 10.
    
    EXECUTIVE COMPENSATION
 Executive Compensation
 Compensation Discussion and Analysis
 Executive Compensation Philosophy
     
 51




---



##### Table of Contents



Elements of Executive Compensation for 2009
  Base Salary
   Executive Officer Annual Incentive Plan
    52




---



##### Table of Contents



Metric
    
    Weighting
    
    
    Threshold

    
    Target

    
    MaximumNet Income
    
    
    55
    %
    
    $26 million
    
    $28 million
    
    $30 millionEfficiency Ratio
    
    
    45
    %
    
    
    59.0
    %

    
    57.0
    %

    
    55.0
    %
   2009 Executive Officer Annual Incentive Plan Payments
 CashIncentiveExecutive Officer
    
    ($)Kevin Cummings
    
    
    465,000Domenick A. Cama
    
    
    250,000Richard S. Spengler
    
    
    126,000Thomas F. Splaine, Jr.
    
    
    71,400Paul Kalamaras
    
    
    83,642
 Stock Option and Stock Award Program.
  Benefits
 53




---



##### Table of Contents



Supplemental ESOP and Retirement Plan
  Executive Supplemental Retirement Wage Replacement Plan th
 54




---



##### Table of Contents



Perquisites
 Elements of Post-Termination Benefits
 Employment Agreements.
  55




---



##### Table of Contents



56




---



##### Table of Contents



Change-in-Control Agreements.
  Other Matters
 Executive
Stock Ownership Requirements .
 Tax
Deductibility of Executive Compensation .
  57




---



##### Table of Contents



COMPENSATION AND BENEFITS COMMITTEE REPORT
 Pursuant to rules and regulations of the Securities and Exchange Commission, this Compensation
and Benefits Committee Report shall not be deemed incorporated by reference to any general
statement incorporating by reference this Proxy Statement into any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that
Investors Bancorp specifically incorporates this information by reference, and otherwise shall not
be deemed soliciting material or to be filed with the Securities and Exchange Commission
subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
  Executive Compensation
  SUMMARY COMPENSATION TABLE
 Change inPensionValue andNonqualifiedNon-equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    Calendar or Fiscal
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings ($)
    
    
    CompensationPosition
    
    Year
    
    
    Salary ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    (4)
    
    
    ($)(5)
    
    
    Total ($)(6)Kevin Cummings,
    
    
    2009
    (7)
    
    
    775,000
    
    
    
    
    
    
    
    
    
    
    
    465,000
    
    
    
    715,000
    
    
    
    57,360
    
    
    
    2,012,360President and Chief
    
    
    2009
    (8)
    
    
    775,000
    
    
    
    
    
    
    
    
    
    
    
    368,125
    
    
    
    493,000
    
    
    
    62,205
    
    
    
    1,698,330Executive Officer
    
    
    2008
    (9)
    
    
    703,766
    
    
    
    
    
    
    
    
    
    
    
    246,318
    
    
    
    246,000
    
    
    
    59,126
    
    
    
    1,255,2102007
    (10)
    
    
    632,532
    
    
    
    1,906,250
    
    
    
    1,876,500
    
    
    
    219,726
    
    
    
    13,000
    
    
    
    66,524
    
    
    
    4,714,532Domenick Cama,
    
    
    2009
    (7)
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    472,000
    
    
    
    56,491
    
    
    
    1,278,491Executive Vice
    
    
    2009
    (8)
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    212,500
    
    
    
    344,000
    
    
    
    60,565
    
    
    
    1,117,065President and Chief
    
    
    2008
    (9)
    
    
    437,500
    
    
    
    
    
    
    
    
    
    
    
    153,125
    
    
    
    135,000
    
    
    
    63,847
    
    
    
    789,472Operating Officer
    
    
    2007
    (10)
    
    
    375,000
    
    
    
    1,677,500
    
    
    
    1,668,000
    
    
    
    130,266
    
    
    
    29,000
    
    
    
    51,075
    
    
    
    3,930,841Richard Spengler,
    
    
    2009
    (7)
    
    
    315,000
    
    
    
    
    
    
    
    
    
    
    
    126,000
    
    
    
    65,000
    
    
    
    44,659
    
    
    
    550,659Executive Vice
    
    
    2009
    (8)
    
    
    295,002
    
    
    
    
    
    
    
    
    
    
    
    111,126
    
    
    
    103.000
    
    
    
    51,479
    
    
    
    560,607President and Chief
    
    
    2008
    (9)
    
    
    245,004
    
    
    
    
    
    
    
    
    
    
    
    80,377
    
    
    
    30,000
    
    
    
    40,512
    
    
    
    395,893Lending Officer
    
    
    2007
    (10)
    
    
    215,004
    
    
    
    1,220,000
    
    
    
    834,000
    
    
    
    64,260
    
    
    
    24,000
    
    
    
    41,542
    
    
    
    2,398,806Thomas Splaine,
    
    
    2009
    (7)
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    71,400
    
    
    
    23,000
    
    
    
    41,506
    
    
    
    375,906Senior Vice President
    
    
    2009
    (8)
    
    
    226,000
    
    
    
    
    
    
    
    
    
    
    
    65,513
    
    
    
    20,600
    
    
    
    40,641
    
    
    
    352,754and Chief Financial Officer
    
    
    2008
    (9)
    
    
    191,002
    
    
    
    
    
    
    
    
    
    
    
    53,720
    
    
    
    6,400
    
    
    
    28,279
    
    
    
    279,401Paul Kalamaras,
    
    
    2009
    (7)
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    83,642
    
    
    
    8,000
    
    
    
    3,398
    
    
    
    335,040Executive Vice President
    
    
    2009
    (8)
    
    
    207,692
    
    
    
    821,400
    
    
    
    569,800
    
    
    
    68,129
    
    
    
    
    
    
    
    1,773
    
    
    
    1,668,794
 
 (1)
    
    The amounts in this column reflect the aggregate grant date fair
value computed in accordance with FASB ASC 718, of restricted stock
awards pursuant to the 2006 Equity Incentive Plan. No forfeitures
occurred during the reported years. Assumptions used in the
calculation of these amounts are included in footnote 11 to Investors
Bancorps audited financial statements for the calendar year ended
December 31, 2009 included in Investors Bancorps Annual Report on
Form 10-K.(2)
    
    The amounts in this column reflect the aggregate grant date fair
value computed in accordance with FASB ASC 718, of stock option
awards pursuant to the 2006 Equity Incentive Plan. No forfeitures
occurred during the reported years. Assumptions used in the
calculation of this amount are included in footnote 11 to Investors
Bancorps audited financial statements for the calendar year 58




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##### Table of Contents



ended December 31, 2009 included in Investors Bancorps Annual Report on
Form 10-K.(3)
    
    Bonuses are paid under our Executive Officer Annual Incentive Plan
based on calendar year performance. The amounts reported in this
column for our 2009 calendar year represent the bonus paid under our
Executive Officer Annual Incentive Plan for the full twelve months of
2009. The amounts reported in this column for our 2009, 2008 and
2007 fiscal year represent the bonuses earned by the named executive
officers in the twelve month period representing each such fiscal
year. These numbers have been increased from that reported in our
proxy statements for each of the 2009, 2008 and 2007 fiscal year to
take into consideration the full twelve months bonus.(4)
    
    For each calendar year represented, the amount in this column
reflects the aggregate change in the actuarial present value of the
named executive officers accumulated benefit under all defined
benefit and actuarial pension plans (including supplemental plans)
from the measurement date (December 31 or June 30) in the immediately
preceding calendar or fiscal year to the measurement date in such
calendar or fiscal year, determined using the interest rate and
mortality rate assumptions consistent with those used in Investors
Bancorps financial statements. The amount reported may include
amounts in which the named executive officer is not yet vested.
Earnings under the Supplemental ESOP Plan are not included in this
amount because the earnings were not above market.(5)
    
    The amounts in this column represents all other compensation not
properly reported in prior columns in this table, including
perquisites the aggregate value of which exceeds $10,000 and employer
contributions to defined contribution plans. See the All Other
Compensation and Perquisites tables below for a breakdown of these
amounts.(6)
    
    The amount reported as Total compensation for our 2009, 2008 and
2007 fiscal year has been increased from that reported in the 2009,
2008 and 2007 annual proxy statements to reflect the full bonus paid
during the applicable fiscal year under the Non-equity Incentive
Plan Compensation column.(7)
    
    In November 2009, the Company changed its fiscal year end from June
30 to December 31. In accordance with guidance from the SEC, the
Company is presenting information for the 12-month period ended
December 31, 2009.(8)
    
    Information presented for the 12-month period ended June 30, 2009.(9)
    
    Information presented for the 12-month period ended June 30, 2008.(10)
    
    Information presented for the 12-month period ended June 30, 2007. ALL OTHER COMPENSATION
 Dividends
    
    
    CompanyPerquisites
    
    
    on
    
    
    Contributionand Other
    
    
    Unvested
    
    
    on Employee
    
    
    CompanyPersonal
    
    
    Stock
    
    
    Medical and
    
    
    ContributionsCalendar or Fiscal
    
    
    Benefits
    
    
    Awards
    
    
    Insurance
    
    
    to ESOP andName
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    Benefits ($)(1)
    
    
    401(k) Plans ($)
    
    
    Total ($)Kevin Cummings
    
    
    2009
    (2)
    
    
    19,427
    
    
    
    
    
    
    
    13,468
    
    
    
    24,465
    
    
    
    57,3602009
    (3)
    
    
    19,288
    
    
    
    
    
    
    
    13,488
    
    
    
    29,429
    
    
    
    62,2052008
    (4)
    
    
    16,697
    
    
    
    
    
    
    
    11,863
    
    
    
    30,566
    
    
    
    59,1262007
    (5)
    
    
    17,949
    
    
    
    
    
    
    
    6,875
    
    
    
    41,700
    
    
    
    66,524Domenick A. Cama
    
    
    2009
    (2)
    
    
    18,558
    
    
    
    
    
    
    
    13,468
    
    
    
    24,465
    
    
    
    56,4912009
    (3)
    
    
    19,831
    
    
    
    
    
    
    
    11,805
    
    
    
    28,929
    
    
    
    60,4142008
    (4)
    
    
    19,525
    
    
    
    
    
    
    
    12,756
    
    
    
    31,566
    
    
    
    63,8472007
    (5)
    
    
    9,492
    
    
    
    
    
    
    
    5,659
    
    
    
    35,924
    
    
    
    51,075Richard S. Spengler
    
    
    2009
    (2)
    
    
    6,827
    
    
    
    
    
    
    
    13,367
    
    
    
    24,465
    
    
    
    44,6592009
    (3)
    
    
    8,694
    
    
    
    
    
    
    
    13,256
    
    
    
    29,529
    
    
    
    51,4792008
    (4)
    
    
    5,355
    
    
    
    
    
    
    
    4,991
    
    
    
    30,166
    
    
    
    40,5122007
    (5)
    
    
    3,131
    
    
    
    
    
    
    
    4,109
    
    
    
    34,302
    
    
    
    41,542Thomas F. Splaine, Jr.
    
    
    2009
    (2)
    
    
    5,302
    
    
    
    
    
    
    
    12,789
    
    
    
    23,415
    
    
    
    41,5062009
    (3)
    
    
    
    
    
    
    
    
    
    
    12,682
    
    
    
    27,959
    
    
    
    40,6412008
    (4)
    
    
    
    
    
    
    
    
    
    
    1,471
    
    
    
    26,808
    
    
    
    28,279Paul Kalamaras
    
    
    2009
    (2)
    
    
    
    
    
    
    
    
    
    
    2,844
    
    
    
    554
    
    
    
    3,3982009
    (3)
    
    
    
    
    
    
    
    
    
    
    1,773
    
    
    
    
    
    
    
    1,773
 
 (1)
    
    Excluded from this amount are medical and dental benefits for fiscal
2007 and July 1, 2007 through November 30, 2007 of fiscal 2008 as
Investors Savings Bank paid for those benefits on a claims submitted
basis during that time.(2)
    
    In November 2009, the Company changed its fiscal year end from June 30
to December 31. In accordance with guidance from the SEC, the Company
is presenting information for the 12-month period ended December 31,
2009.(3)
    
    Information presented for the 12-month period ended June 30, 2009.(4)
    
    Information presented for the 12-month period ended June 30, 2008.(5)
    
    Information presented for the 12-month period ended June 30, 2007. 59




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##### Table of Contents



PERQUISITES
 TotalPerquisitesExecutive
    
    
    and OtherCalendar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Health
    
    
    Personalor Fiscal
    
    
    Automobile Allowance
    
    
    Long Term Care
    
    
    Club Dues
    
    
    Exam
    
    
    BenefitsName
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Kevin Cummings
    
    
    2009
    (1)
    
    
    10,257
    
    
    
    8,107
    
    
    
    1,063
    
    
    
    
    
    
    
    19,4272009
    (2)
    
    
    10,023
    
    
    
    8,107
    
    
    
    1,158
    
    
    
    
    
    
    
    19,2882008
    (3)
    
    
    4,528
    
    
    
    8,243
    
    
    
    576
    
    
    
    3,350
    
    
    
    16,6972007
    (4)
    
    
    9,124
    
    
    
    8,270
    
    
    
    555
    
    
    
    
    
    
    
    17,949Domenick A. Cama
    
    
    2009
    (1)
    
    
    5,037
    
    
    
    9,899
    
    
    
    1,022
    
    
    
    2,600
    
    
    
    18,5582009
    (2)
    
    
    6,272
    
    
    
    9,899
    
    
    
    1,060
    
    
    
    2,600
    
    
    
    19,8312008
    (3)
    
    
    6,791
    
    
    
    9,899
    
    
    
    900
    
    
    
    1,935
    
    
    
    19,5252007
    (4)
    
    
    6,524
    
    
    
    2,066
    
    
    
    902
    
    
    
    
    
    
    
    9,492Richard S. Spengler
    
    
    2009
    (1)
    
    
    3,696
    
    
    
    3,131
    
    
    
    
    
    
    
    
    
    
    
    6,8272009
    (2)
    
    
    4,760
    
    
    
    3,131
    
    
    
    803
    
    
    
    
    
    
    
    8,6942008
    (3)
    
    
    1,184
    
    
    
    3,131
    
    
    
    1,040
    
    
    
    
    
    
    
    5,3552007
    (4)
    
    
    
    
    
    
    3,131
    
    
    
    
    
    
    
    
    
    
    
    3,131Thomas F. Splaine, Jr.
    
    
    2009
    (1)
    
    
    
    
    
    
    5,302
    
    
    
    
    
    
    
    
    
    
    
    5,3022009
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2008
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul Kalamaras
    
    
    2009
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2009
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    In November 2009, the Company changed its fiscal year end from June 30
to December 31. In accordance with guidance from the SEC, the Company
is presenting information for the 12-month period ended December 31,
2009.(2)
    
    Information presented for the 12-month period ended June 30, 2009.(3)
    
    Information presented for the 12-month period ended June 30, 2008.(4)
    
    Information presented for the 12-month period ended June 30, 2007. Plan-Based Awards.
 GRANTS OF PLAN BASED AWARDS TABLE FOR CALENDAR YEAR 2009
 GrantDateAll Other
    
    
    
    
    
    
    FairOption
    
    
    Exercise
    
    
    Value ofAwards
    
    
    or Base
    
    
    StockEstimated Payouts Under Non-Equity
    
    
    
    
    
    Number of
    
    
    Price of
    
    
    andIncentive Plan Awards (1)
    
    
    All Other Stock Awards
    
    
    Securities
    
    
    Option
    
    
    OptionThreshold
    
    
    Target
    
    
    Maximum
    
    
    Number of Shares or
    
    
    Underlying
    
    
    Awards
    
    
    AwardsName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Units (#)
    
    
    Options (#)
    
    
    ($/Sh)
    
    
    ($)Kevin Cummings
    
    
    2/17/2009
    
    
    
    319,223
    
    
    
    390,832
    
    
    
    465,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Domenick A. Cama
    
    
    2/17/2009
    
    
    
    171,625
    
    
    
    210,125
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard S. Spengler
    
    
    2/17/2009
    
    
    
    90,090
    
    
    
    107,730
    
    
    
    126,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas F. Splaine
    
    
    2/17/2009
    
    
    
    64,800
    
    
    
    74,400
    
    
    
    84,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paul Kalamaras
    
    
    2/17/2009
    
    
    
    64,800
    
    
    
    74,400
    
    
    
    84,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Estimated future payouts under non-equity incentive plan awards assume
100% achievement of individual personal performance goals.  60




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##### Table of Contents



Outstanding Equity Awards at Year End.
 OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2009
 Option Awards
    
    
    Stock AwardsMarketValue ofNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Shares orSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Units ofUnderlying
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Units of
    
    
    Stock ThatUnexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Stock That
    
    
    Have NotOptions (#)
    
    
    Options (#)
    
    
    Price
    
    
    Expiration
    
    
    Have Not
    
    
    VestedName
    
    Grant Date
    
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date(1)
    
    
    Vested (#)
    
    
    ($)(2)Kevin Cummings
    
    
    11/20/06
    
    
    
    270,000
    
    
    
    180,000
    
    
    
    15.25
    
    
    
    11/20/16
    
    
    
    50,000
    
    
    
    547,000Domenick A. Cama
    
    
    11/20/06
    
    
    
    240,000
    
    
    
    160,000
    
    
    
    15.25
    
    
    
    11/20/16
    
    
    
    44,000
    
    
    
    481,360Richard S. Spengler
    
    
    11/20/06
    
    
    
    120,000
    
    
    
    80,000
    
    
    
    15.25
    
    
    
    11/20/16
    
    
    
    32,000
    
    
    
    350,080Thomas F. Splaine, Jr.
    
    
    11/20/06
    
    
    
    105,000
    
    
    
    70,000
    
    
    
    15.25
    
    
    
    11/20/16
    
    
    
    28,000
    
    
    
    306,320Paul Kalamaras
    
    
    11/18/08
    
    
    
    28,000
    
    
    
    112,000
    
    
    
    13.69
    
    
    
    11/18/18
    
    
    
    48,000
    
    
    
    525,120
 
 (1)
    
    Stock options expire if unexercised 10 years after the grant date.(2)
    
    This amount is based on the fair market value of Investors Bancorp common stock on December 31, 2009 of $10.94. Option Exercises and Stock Ve sted.
 OPTION EXERCISES AND STOCK VESTED AT DECEMBER 31, 2009
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares
    
    
    
    
    
    
    SharesAcquired
    
    
    Value Realized
    
    
    Acquired
    
    
    Value Realizedon Exercise
    
    
    on Exercise
    
    
    on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(1)Kevin Cummings
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    269,250Domenick A. Cama
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    236,940Richard S. Spengler
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    172,320Thomas F. Splaine, Jr.
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    150,780Paul Kalamaras
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    131,400
 
 (1)
    
    The value realized on vesting represents the market value on the day the stock vested. Defined Benefit Pension Plan.
  61




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##### Table of Contents



PENSION BENEFITS AT OR FOR THE YEAR ENDED DECEMBER 31, 2009
 Number of Years
    
    
    Present ValueCredited Service
    
    
    of Accumulated
    
    
    Payments During LastName
    
    Plan Name
    
    (#)(1)
    
    
    Benefit ($)(2)
    
    
    Calendar Year ($)Kevin Cummings
    
    Investors Savings Bank Pension Plan
    
    
    5.5
    
    
    
    148,000
    
    
    
    Supplemental
Retirement and Wage Replacement Plan
    
    
    
    
    
    
    1,475,000
    
    
    
    Domenick A. Cama
    
    Investors Savings Bank Pension Plan
    
    
    19
    
    
    
    348,000
    
    
    
    Supplemental
Retirement and Wage Replacement Plan
    
    
    
    
    
    
    842,000
    
    
    
    Richard S. Spengler
    
    Investors Savings Bank Pension Plan
    
    
    26
    
    
    
    299,000
    
    
    
    Supplemental
Retirement and Wage Replacement Plan
    
    
    
    
    
    
    31,000
    
    
    
    Thomas F. Splaine, Jr.
    
    Investors Savings Bank Pension Plan
    
    
    4
    
    
    
    38,000
    
    
    
    Supplemental
Retirement and Wage Replacement Plan
    
    
    
    
    
    
    11,000
    
    
    
    Paul Kalamaras (3)
    
    Investors Savings Bank Pension Plan
    
    
    <1
    
    
    
    5,000
    
    
    
    Supplemental
Retirement and Wage Replacement Plan
    
    
    
    
    
    
    3,000
    
    
    
    
 
 (1)
    
    The number of years of credited service represents all years of service including
years following the change in benefit formula for the Investors Savings Bank Pension
Plan on January 1, 2006. For Messrs. Cama and Spengler credited service years include
qualified years served at other financial institutions that participated in the
Financial Institutions Retirement Fund.(2)
    
    The figures shown are determined as of the plans measurement date of December 31,
2009 for purposes of Investors Bancorp, Inc.s audited financial statements. For
discount rate and other assumptions used for this purpose, please refer to note 11 in
the audited financial statements included in the December 31, 2009 Annual Report on
Form 10-K. The aggregate balance reported for the Supplemental Retirement and Wage
Replacement Plan is the value of account balances under Supplemental Executive
Retirement Plan and the Wage Replacement Plan, because benefits for one plan are
offset against the other plans benefits..(3)
    
    Mr. Kalamaras was hired in August 2008 and became eligible for the plan in August 2009. 62




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##### Table of Contents



Nonqualified Deferred Compensation.
 NONQUALIFIED DEFERRED COMPENSATION AT OR FOR THE YEAR ENDED
 DECEMBER 31, 2009
 Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    
    
    
    
    AggregateContributions
    
    
    Contributions
    
    
    Earnings
    
    
    Aggregate
    
    
    Balancein Last
    
    
    in Last
    
    
    (Loss) in Last
    
    
    Withdrawals /
    
    
    at LastCalendar Year
    
    
    Calendar Year
    
    
    Calendar Year
    
    
    Distributions
    
    
    Calendar Year-EndName
    
    Plan Name
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)
    
    
    ($)(3)Kevin Cummings
    
    Supplemental ESOP Plan
    
    
    
    
    
    
    48,866
    
    
    
    (37,018
    )
    
    
    
    
    
    
    211,505Domenick A. Cama
    
    Supplemental ESOP Plan
    
    
    
    
    
    
    25,776
    
    
    
    (14,902
    )
    
    
    
    
    
    
    91,249Richard S. Spengler
    
    Supplemental ESOP Plan
    
    
    
    
    
    
    9,372
    
    
    
    (1,992
    )
    
    
    
    
    
    
    18,125Thomas F. Splaine, Jr.
    
    Supplemental ESOP Plan
    
    
    
    
    
    
    2,429
    
    
    
    (242
    )
    
    
    
    
    
    
    3,490Paul Kalamaras
    
    Supplemental ESOP Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The value of the non-qualified Supplemental ESOP contribution made in
calendar 2009 is based on the fair market value of Investors Bancorp
common stock on December 31, 2009 of $10.94.(2)
    
    The aggregate earnings (loss) for the non-qualified Supplemental ESOP
Plan reflect the change in value of phantom shares issued prior to
calendar 2009 based on the fair market value of Investors Bancorp
common stock in December 31, 2009 of $10.94. This amount is not
included in the Summary Compensation Table because the rate of
earnings was not above market.(3)
    
    The aggregate balances reported for the Supplemental ESOP Plan are
based on the market value of Investors Bancorp common stock on
December 31, 2009 of $10.94. Potential Payments Upon Termination or Change in Control.
 63




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##### Table of Contents



POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
AS OF DECEMBER 31, 2009
 Mr. Cummings
    
    
    Mr. Cama
    
    
    Mr. Spengler
    
    
    Mr. Splaine
    
    
    Mr. KalamarasRetirement (1)
Retiree Health/Life Insurance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Early Retirement (1)
Retiree Health/Life Insurance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Disability
Salary Continuation (2)
    
    
    1,710,804
    
    
    
    885,804
    
    
    
    248,293
    
    
    
    185,796
    
    
    
    185,796Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    547,000
    
    
    
    481,360
    
    
    
    350,080
    
    
    
    306,320
    
    
    
    525,120Other benefits (3)
    
    
    12,647
    
    
    
    13,497
    
    
    
    9,940
    
    
    
    13,677
    
    
    
    1,921Death
Salary Continuation (5)
    
    
    775,000
    
    
    
    500,000
    
    
    
    315,000
    
    
    
    240,000
    
    
    
    240,000Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    547,000
    
    
    
    481,360
    
    
    
    350,080
    
    
    
    306,320
    
    
    
    525,120Other benefits(3)
    
    
    13,057
    
    
    
    13,054
    
    
    
    13,057
    
    
    
    13,057
    
    
    
    149Discharge w/o Cause or Resignation w/ Good
Reason  no Change in Control
Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Salary and Cash Incentive (6)
    
    
    3,720,000
    
    
    
    2,250,000
    
    
    
    661,500
    
    
    
    467,100
    
    
    
    485,463Other benefits (3)
    
    
    42,842
    
    
    
    74,034
    
    
    
    29,193
    
    
    
    31,583
    
    
    
    4,265Excess Pension Benefit (6)
    
    
    1,603,287
    
    
    
    840,268
    
    
    
    30,551
    
    
    
    21,042
    
    
    
    43,487Discharge w/o Cause or Resignation w/ Good
Reason  Change in Control  related
Stock Option Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    
    547,000
    
    
    
    481,360
    
    
    
    350,080
    
    
    
    306,320
    
    
    
    525,120Salary and Cash Incentive (6)
    
    
    3,720,000
    
    
    
    2,250,000
    
    
    
    661,500
    
    
    
    467,100
    
    
    
    485,463Other benefits (3)
    
    
    42,842
    
    
    
    74,034
    
    
    
    29,193
    
    
    
    31,583
    
    
    
    4,265Excess Pension Benefit (6)
    
    
    1,603,287
    
    
    
    840,268
    
    
    
    30,551
    
    
    
    21,042
    
    
    
    43,487Tax Indemnification Payment (7)
    
    
    341,733
    
    
    
    210,613
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    As of December 31, 2009, none of the named executives were eligible for early retirement or retirement.(2)
    
    Upon disability, the named executive is entitled to three years salary. Such benefit is reduced by the amount
paid by the insurance companies under disability policies.(3)
    
    Other benefits include amounts for benefits in effect prior to termination; life, medical, dental, disability and
long term care, and is calculated based on the terms specified in the employment agreements.(4)
    
    The employment agreements in effect provide that Investors Bancorp will pay the excess, if any of: the present
value of benefits to which the named executive would be entitled to under the defined benefit plans if he had
continued working for the company for, 36 months in the case if Messrs. Cummings and Cama, and 18 months for
Messrs. Spengler, Splaine and Kalamaras, and the present value of the benefits which he is actually entitled.(5)
    
    This amount is payable according to normal payroll practices for one year following the executives date of death.(6)
    
    This amount is paid in a lump sum on the date of termination.(7)
    
    This amount is generally payable in a lump sum to the executive on the date of termination, but it may be timely
paid directly to the applicable taxing authorities on behalf of the executive. 64




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##### Table of Contents



Director Compensation
 Elements of Director Compensation
 Director Fees.
  Stock Option and Stock Award Program.
  65




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##### Table of Contents



Director Benefits.
 Retirement Plan for the Board of Directors of Investors Savings Bank.
  Deferred Directors Fee Plans.
 Summary of Directors Compensation
  66




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##### Table of Contents



DIRECTORS COMPENSATION TABLE
 Changein PensionValue andInvestors Bancorp
    
    
    Investors Savings
    
    
    
    
    
    
    
    
    
    
    NonqualifiedFees Earned
    
    
    Bank
    
    
    
    
    
    
    
    
    
    
    Deferredor
    
    
    Fees Earned or
    
    
    Stock
    
    
    Option
    
    
    Compensation
    
    
    All OtherPaid in Cash
    
    
    Paid in Cash
    
    
    Awards
    
    
    Awards
    
    
    Earnings
    
    
    CompensationName
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    Total ($)Patrick J. Grant (5)
    
    
    52,500
    
    
    
    146,400
    
    
    
    
    
    
    
    
    
    
    
    (10,000
    )
    
    
    27,586
    
    
    
    216,486Robert M. Cashill
    
    
    22,000
    
    
    
    67,100
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    11,278
    
    
    
    122,378Doreen R. Byrnes
    
    
    24,000
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,073
    
    
    
    104,273Brian D. Dittenhafer
    
    
    48,500
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    9,570
    
    
    
    206,270John A. Kirkpatrick (6)
    
    
    50,500
    
    
    
    67,100
    
    
    
    
    
    
    
    
    
    
    
    122,000
    
    
    
    4,894
    
    
    
    244,494Vincent D. Manahan III
    
    
    57,000
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    7,671
    
    
    
    136,871Richard J. Petroski
    
    
    41,000
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,250
    
    
    
    133,450Joseph H. Shepard III
    
    
    44,000
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    (5,000
    )
    
    
    7,608
    
    
    
    119,808Rose Sigler
    
    
    57,000
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,863
    
    
    
    143,063Stephen J. Szabatin
    
    
    48,500
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    29,000
    
    
    
    10,563
    
    
    
    161,263James H. Ward, III(7)
    
    
    13,500
    
    
    
    36,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,100
 
 (1)
    
    The amounts in this column reflect the aggregate grant date fair value
computed in accordance with FASB ASC 718. .Mr. Cashill and Ms. Byrnes
had unvested stock awards of 100,000 and 36,000, respectively, for
awards received as employees of Investors Savings Bank. Messrs.
Dittenhafer, Manahan III, Shephard III and Szabatin and Ms. Sigler had
unvested stock awards of 46,883 at December 31, 2009. All unvested
awards relate to grants made pursuant to the 2006 Equity Incentive
Plan, which vest over the shorter of five years or the period to the
mandatory director retirement age. Assumptions used in the calculation
of these amounts are included in footnote 11 to Investors Bancorps
audited financial statements for the calendar year ended December 31,
2009 included in Investors Bancorps Annual Report on Form 10-K.(2)
    
    The amounts in this column reflect the aggregate grant date fair value
computed in accordance with FASB ASC 718. .Mr. Grant had unexercised
stock option awards of 244,184 at December 31, 2009. Mr. Cashill and
Ms. Byrnes had unexercised stock option awards of 350,000 and 225,000,
respectively, for stock option awards received as employees of
Investors Savings Bank. Messrs. Dittenhafer, Kirkpatrick, Manahan III,
Shephard III and Szabatin and Ms. Sigler had unexercised stock option
awards of 244,178 at December 31, 2009. All unexercised stock option
awards relate to grants made pursuant to the 2006 Equity Incentive
Plan, which vest over the shorter of five years or the period to the
mandatory director retirement age. Assumptions used in the calculation
of these amounts are included in footnote 11 to Investors Bancorps
audited financial statements for the calendar year ended December 31,
2009 included in Investors Bancorps Annual Report on Form 10-K.(3)
    
    This amount represents the aggregate change in the present value of a
directors accumulated benefit under the Retirement Plan.(4)
    
    This amount includes perquisites and other personal benefits, or
property, if the aggregate amount for each director is at least
$10,000. Specifically, this amount represents the premiums paid for
long term care coverage for certain directors and their spouses or
spousal equivalents. Messrs. Kirkpatrick and Shepard III are
self-insured by Investors Savings Bank. In addition, the amount
includes life insurance premiums for Mr. Grant and automobile
allowance and club membership for Mr. Petroski.(5)
    
    Mr. Grant, the former Chairman, passed away on December 26, 2009.(6)
    
    Mr. Kirkpatrick, a former Director, retired on October 26, 2009.(7)
    
    Mr. Ward became a member of the Board upon the completion of the
acquisition of American Bancorp of New Jersey, Inc. in May 2009,
therefore, his directors fees represent a partial year for calendar
year 2009. Other Matters
 Director Stock Ownership Requirements.
 67




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##### Table of Contents



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Principal Stockholders
 Number of Shares Owned and
    
    
    Percent of Shares ofName and Address of Beneficial Owner
    
    Nature of Beneficial Ownership
    
    
    Common Stock Outstanding(1)Investors Bancorp, MHC
    
    
    64,844,373
    (2)
    
    
    56.4
    %101 JFK Parkway
Short Hills, NJ 07078Advisory Research, Inc.
    
    
    9,398,519
    (3)
    
    
    8.2
    %180 N Stetson St., Suite 5500
Chicago, IL 60601
 
 (1)
    
    Based on 114,893,587 shares of Investors Bancorp common stock outstanding as of April 20, 2010.(2)
    
    This information is based on Schedule 13D (Amendment No. 1) filed by Investors Bancorp, MHC with the SEC on
June 25, 2008. The Board of Directors of Investors Bancorp, MHC consists of those persons who serve on the
Board of Directors of Investors Bancorp, Inc.(3)
    
    This information is based on Schedule 13G filed by Advisory Research, Inc. with the SEC on February 12, 2010. 68




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##### Table of Contents



Management
  Position(s) held with
    
    
    Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unvested StockInvestors Bancorp
    
    
    Owned
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    AwardsInc. and/or
    
    
    Directly and
    
    
    Exercisable
    
    
    
    
    
    
    
    
    
    
    Included inInvestors Savings
    
    
    Indirectly
    
    
    within 60
    
    
    Beneficial
    
    
    Percent of
    
    
    BeneficialName
    
    Bank
    
    
    (1)
    
    
    days
    
    
    Ownership
    
    
    Class
    
    
    OwnershipRobert M. Cashill
    
    Chairman
    
    
    255,501
    
    
    
    210,000
    
    
    
    465,501
    
    
    
    *
    
    
    
    100,000Brian D. Dittenhafer
    
    Director
    
    
    108,207
    
    
    
    136,740
    
    
    
    244,947
    
    
    
    *
    
    
    
    42,976Vincent D. Manahan III
    
    Director
    
    
    149,671
    
    
    
    136,740
    
    
    
    286,411
    
    
    
    *
    
    
    
    42,976James H. Ward, III (2)
    
    Director
    
    
    126,102
    
    
    
    
    
    
    
    126,102
    
    
    
    *
    
    
    
    Doreen R. Byrnes
    
    Director
    
    
    80,976
    
    
    
    135,000
    
    
    
    215,976
    
    
    
    *
    
    
    
    36,000Richard J. Petroski
    
    Director
    
    
    12,000
    
    
    
    
    
    
    
    12,000
    
    
    
    *
    
    
    
    Rose Sigler
    
    Lead Director
    
    
    122,671
    
    
    
    136,740
    
    
    
    259,411
    
    
    
    *
    
    
    
    42,976Stephen J. Szabatin
    
    Director
    
    
    127,671
    
    
    
    136,740
    
    
    
    264,411
    
    
    
    *
    
    
    
    42,976Kevin Cummings
    
    Director,President and ChiefExecutive Officer
    
    
    282,329
    
    
    
    270,000
    
    
    
    552,329
    
    
    
    *
    
    
    
    175,000Joseph H. Shepard III
    
    Director
    
    
    157,671
    
    
    
    136,740
    
    
    
    294,411
    
    
    
    *
    
    
    
    42,976EXECUTIVE OFFICERS WHO 
ARE NOT DIRECTORSDomenick A. Cama
    
    Executive VicePresident and ChiefOperating Officer
    
    
    247,957
    
    
    
    240,000
    
    
    
    487,957
    
    
    
    *
    
    
    
    144,000Richard S. Spengler
    
    Executive VicePresident and ChiefLending Officer
    
    
    163,475
    
    
    
    120,000
    
    
    
    283,475
    
    
    
    *
    
    
    
    97,000Thomas F. Splaine, Jr.
    
    Senior VicePresident and ChiefFinancial Officer
    
    
    116,074
    
    
    
    105,000
    
    
    
    221,074
    
    
    
    *
    
    
    
    63,000Paul Kalamaras
    
    Executive VicePresident
    
    
    115,706
    
    
    
    28,000
    
    
    
    143,706
    
    
    
    *
    
    
    
    93,000All directors and executive
officers as a group (14 persons)
(3)
    
    
    
    
    
    
    2,066,010
    
    
    
    1,791,700
    
    
    
    3,857,710
    
    
    
    3.4
    %
    
    
    922,880
 
 *
    
    Less than 1%(1)
    
    Unless otherwise indicated,
each person effectively
exercises sole, or shared with
spouse, voting and dispositive
power as to the shares
reported.(2)
    
    Mr. Ward was appointed to the
Board of Directors in June 2009
upon consummation of Investors
Bancorp Inc.s acquisition of
American Bancorp of New Jersey,
Inc.(3)
    
    Includes 29,055 shares of
common stock allocated to the
accounts of executive officers
under the Investors Savings
Bank Employee Stock Ownership
Plan (ESOP) and excludes the
remaining 4,225,017 shares of
common stock of which 3,545,059
are unallocated and held for
the future benefit of all
employee participants. Under
the terms of the ESOP, shares
of common stock allocated to
the account of employees are
voted in accordance with the
instructions of the respective
employees. Unallocated shares
are voted by the ESOP Trustee
in the same proportion as the
vote obtained from participants
on allocated shares. 69




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##### Table of Contents



ITEM 12. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Transactions With Certain Related Persons
   Director Independence
    
 ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  70




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##### Table of Contents



Audit Fees.
 Audit Related Fees.
 Tax Fees.
 All Other Fees.
   71