##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 450 Fifth Street, N.W.
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended June
    30, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   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
    incorporation or organization)

(I.R.S. Employer
    Identification Number)101 JFK Parkway, Short Hills, New Jersey(Address of Principal
    Executive Offices)

07078Zip 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
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer þ     Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





INVESTORS
    BANCORP, INC.
  2009
    ANNUAL REPORT ON
    FORM 10-K
  TABLE OF
    CONTENTS
   
 PagePart IItem 1.


Business


2Item 1A.


Risk Factors


36Item 1B.


Unresolved Staff Comments


40Item 2.


Properties


40Item 3.


Legal Proceedings


40Item 4.


Submission of Matters to a Vote of Security
    Holders


40Part IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder
    Matters and Issuer Purchases of Equity Securities


41Item 6.


Selected Financial Data


44Item 7.


Managements Discussion and Analysis of
    Financial
    Condition and Results of Operations


45Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


61Item 8.


Financial Statements and Supplementary Data


61Item 9.


Changes in and Disagreements with Accountants
    on
    Accounting and Financial Disclosure


61Item 9A.


Controls and Procedures


62Item 9B.


Other Information


62Part IIIItem 10.


Directors, Executive and Corporate Governance


63Item 11.


Executive Compensation


63Item 12.


Security Ownership of Certain Beneficial
    Owners
    and Management and Related Stockholder Matters


63Item 13.


Certain Relationships, Related Transactions and
    Director Independence


63Item 14.


Principal Accountant Fees and Services


63Part IVItem 15.


Exhibits and Financial Statement Schedules


63SIGNATURES


107EX-23.1EX-31.1EX-31.2EX-32




---



##### Table of Contents



PRIVATE
    SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
  Form 10-K
    
    the timing and occurrence or non-occurrence of events may be
    subject to circumstances beyond our control;
    there may be increases in competitive pressure among financial
    institutions or from non-financial institutions;
    changes in the interest rate environment may reduce interest
    margins or affect the value of our investments;
    changes in deposit flows, loan demand or real estate values may
    adversely affect our business;
    changes in accounting principles, policies or guidelines may
    cause our financial condition to be perceived differently;
    general economic conditions, either nationally or locally in
    some or all areas in which we do business, or conditions in the
    real estate or securities markets or the banking industry may be
    less favorable than we currently anticipate;
    legislative or regulatory changes may adversely affect our
    business;
    technological changes may be more difficult or expensive than we
    anticipate;
    success or consummation of new business initiatives may be more
    difficult or expensive than we anticipate;
    litigation or other matters before regulatory agencies, whether
    currently existing or commencing in the future, may be
    determined adverse to us or may delay the occurrence or
    non-occurrence of events longer than we anticipate;
    the risks associated with continued diversification of assets
    and adverse changes to credit quality;
    difficulties associated with achieving expected future financial
    results; and
    the risk of continued economic slowdown that would adversely
    affect credit quality and loan originations.




---



##### Table of Contents



Form 10-K,
 PART I  ITEM 1.
    BUSINESS  Investors
    Bancorp, Inc.
          pooling-of-interests
 2




---



##### Table of Contents



Investors
    Savings Bank
  General
  (973) 924-5100.
      Market
    Area
     3




---



##### Table of Contents



Competition
      Lending
    Activities
    Loan Portfolio Composition.
  At June 30,2009


2008


2007


2006


2005Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent


Amount


Percent(Dollars in thousands)Residential mortgage loans:One- to four-family

$
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


18,564



0.30
%


20,229



0.43



22,624



0.63



24,928



0.84



34,008



1.68Total residential mortgage loans


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 and commercial


915,987



14.84
%


225,107



4.83



109,348



3.03



79,023



2.65



19,271



0.95Construction loans


346,967



5.62
%


260,177



5.58



153,420



4.25



66,209



2.22



7,065



0.35Commercial and industrial loans


15,665



0.25
%


47



0.00
%






















Consumer and other loans:Home equity loans


119,193



1.93
%


139,587



2.99



139,524



3.86



113,572



3.80



45,591



2.26Home equity credit lines


61,664



1.00
%


27,270



0.59



23,927



0.66



28,063



0.94



38,349



1.90Other


3,341



0.06
%


1,962



0.04



1,993



0.06



1,721



0.06



1,335



0.06Total consumer and other loans


184,198



2.99
%


168,819



3.62



165,444



4.58



143,356



4.80



85,275



4.22Total loans

$
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


21,313







22,622







23,587







20,327







14,113Deferred loan fees, net


(3,252
)






(2,620
)






(1,958
)






(1,765
)






(916
)Allowance for loan losses


(46,608
)






(13,565
)






(6,951
)






(6,369
)






(5,723
)Net loans

$
6,143,169






$
4,670,150






$
3,624,998






$
2,995,435






$
2,028,045  4




---



##### Table of Contents



Loan Portfolio Maturities.
  At June 30, 2009CommercialMulti-Family





and


ConsumerResidential


and


Construction


Industrial


and OtherMortgage


Commercial


Loans


loans


Loans


Total(In thousands)Amounts Due:One year or less

$
65



5,570



250,602



6,533



715



263,485After one year:One to three years


974



31,441



78,255



2,966



4,344



117,980Three to five years


19,521



144,461







5,542



6,839



176,363Five to ten years


169,281



539,968



16,240



429



37,949



763,867Ten to twenty years


565,057



168,624



1,870



195



85,662



821,408Over twenty years


3,954,001



25,923











48,689



4,028,613Total due after one year


4,708,834



910,417



96,365



9,132



183,483



5,908,231Total loans

$
4,708,899



915,987



346,967



15,665



184,198



6,171,716Premiums on purchased loans, net






















21,313Deferred loan fees, net






















(3,252
)Allowance for loan losses






















(46,608
)Net loans





















$
6,143,169     Due After June 30, 2010Fixed


Adjustable


Total(In thousands)Residential mortgage loans:One-to four-family

$
2,628,255


$
2,062,023


$
4,690,278FHA


18,556







18,556Total residential mortgage loans


2,646,811



2,062,023



4,708,834Multi-family and commercial


573,431



336,986



910,417Construction loans


96,365







96,365Commercial and industrial


4,311



4,821



9,132Consumer and other loans:Home equity loans


118,906







118,906Home equity credit lines






61,145



61,145Other






3,432



3,432Total consumer and other loans


118,906



64,577



183,483Total loans

$
3,439,824


$
2,468,407


$
5,908,231   Residential Mortgage Loans.
 5




---



##### Table of Contents



loan-to-value
        due-on-sale
  Multi-family and Commercial Real Estate
    Loans. loan-to-value
   6




---



##### Table of Contents



loan-to-value
    Construction Loans.
      Commercial and Industrial Loans.
  Consumer Loans. loan-to-value The Wall Street Journal
  Loan Originations, Purchases, Sales and Servicing of
    Loans.
 7




---



##### Table of Contents



For the Years Ended June 30,2009


2008


2007(In thousands)Loan originations and purchases:Loan originations:Residential mortgage loans:One- to four-family

$
407,381


$
284,386


$
159,100FHA


244



483



Total residential mortgage loans


407,625



284,869



159,100Multi-family and commercial


367,485



139,995



36,862Construction loans


127,631



174,110



116,250Commercial and industrial


9,961







Consumer and other loans:Home equity loans


14,562



34,039



49,214Home equity credit lines


32,190



21,759



18,442Other


3,698



2,749



2,852Total consumer and other loans


50,450



58,547



70,508Total loan originations


963,152



657,521



382,720Loan purchases:Residential mortgage loans:One- to four-family


1,063,616



995,753



665,166FHA


274



567



Multi-Family


200,914







Total loan purchases


1,264,804



996,320



665,166Loan principal repayments


(1,190,114
)


(599,547
)


(415,886
)Other items, net(1)


(35,598
)


(9,142
)


(2,436
)Net loans acquired in acquisition


470,775







Net increase in loan portfolio

$
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. 8




---



##### Table of Contents



Loan Approval Procedures and
    Authority.
        Loans to One Borrower.
  Asset
    Quality
   9




---



##### Table of Contents



sub-prime
  one-to-four
  Collection Procedures. and/or
   10




---



##### Table of Contents



Delinquent Loans.
  Loans Delinquent For60-89 Days


90 Days and Over


TotalNumber


Amount


Number


Amount


Number


Amount(Dollars in thousands)At 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 and commercial


4



965



12



22,894



16



23,859Construction 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


$
133,188At 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  11




---



##### Table of Contents



Non-Performing Assets. one-to-four
    At June 30,2009(1)


2008(2)


2007


2006


2005(Dollars in thousands)Non-accrual loans:Residential mortgage loans:One- to four-family

$
27,837


$
5,060


$
2,220


$
1,346


$
3,237FHA


1,904



1,631



1,300



1,440



3,825Total residential mortgage loans


29,741



6,691



3,520



2,786



7,062Multi-family and commercial


22,894



1,600



452



477



608Construction loans


68,826



10,960



1,146







Commercial and industrial


















Consumer and other loans:Home equity loans


60



88



28



6



193Home equity credit lines


150



30







30



Other


15



2



3







2Total consumer and other loans


225



120



31



36



195Total


121,686



19,371



5,149



3,299



7,865Total non-performing loans


121,686



19,371



5,149



3,299



7,865Real estate owned


















Total non-performing assets

$
121,686


$
19,371


$
5,149


$
3,299


$
7,865Total non-performing loans to total loans


1.97
%


0.42
%


0.14
%


0.11
%


0.39
%Total non-performing loans to total assets


1.50
%


0.30
%


0.09
%


0.06
%


0.15
%Total non-performing assets to total assets


1.50
%


0.30
%


0.09
%


0.06
%


0.15
%      (1)
    
    Two construction loans totaling $10.3 million are
    60-89 days
    delinquent at June 30, 2009 are classified as
    non-performing.(2)
    
    An $11.0 million construction loan that is
    60-89 days
    delinquent at June 30, 2008 is classified as non-performing. 12




---



##### Table of Contents



Real Estate Owned.
  Classified Assets.
      Impaired Loans.
  Allowance
    for Loan Losses
   13




---



##### Table of Contents



Allowance for Loan Losses.
  At or for the Years Ended June 30,2009


2008


2007


2006


2005(Dollars in thousands)Allowance balance (beginning of period)

$
13,565


$
6,951


$
6,369


$
5,723


$
5,218Provision for loan losses


29,025



6,646



729



600



604Charge-offs:Residential mortgage loans One- to four-family






18











3FHA


14







141



143



108Total residential mortgage loans


14



18



141



143



111Multi-family and commercial loans


















Construction loans


















Commercial & industrial loans


















Consumer and other loans


11



15



10



10



14Total charge-offs


25



33



151



153



125Recoveries:Residential mortgage loansOne- to four-family


















25FHA














196



Total residential mortgage loans














196



25Multi-family and commercial loans


















Construction loans


















Commercial & industrial loans


















Consumer and other loans






1



4



3



1Total recoveries






1



4



199



26Net (charge-offs) recoveries


(25
)


(32
)


(147
)


46



(99
)Allowance acquired in acquisition


4,043















Allowance balance (end of period)

$
46,608


$
13,565


$
6,951


$
6,369


$
5,723Total loans outstanding

$
6,171,716


$
4,663,713


$
3,610,320


$
2,983,242


$
2,020,571Average loans outstanding


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


0.76
%


0.29
%


0.19
%


0.21
%


0.28
%Net loans charged off as a percent of average loans outstanding



%



%



%



%


(0.01
)%Allowance for loan losses to non-performing loans


38.30
%


70.03
%


135.00
%


193.06
%


72.77
%   Security
    Investments
   14




---



##### Table of Contents



and/or
  held-to-maturity available-for-sale held-to-maturity available-for-sale
  Mortgage-Backed Securities.
     15




---



##### Table of Contents



2002-2004 other-than-temporary other-than-temporary other-than-temporary
  Corporate and Other Debt Securities.
    other-than-temporary
 16




---



##### Table of Contents



FSP 115-2 Other-Than-Temporary pre-tax
  other-than-temporary
  Government Sponsored Enterprises.
  Marketable Equity Securities.
  Securities Portfolios.
  Securities
    Held-to-Maturity
  At June 30,2009


2008


2007Amortized


Estimated


Amortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


Fair Value


Cost


Fair Value(In thousands)Debt securities:Government Sponsored Enterprises

$
18,238


$
19,161


$
46,703


$
47,052


$
131,900


$
127,370Municipal bonds


10,420



10,624



10,574



10,773



14,048



14,236Corporate and other debt securities


20,727



20,129



178,669



135,527



166,074



165,89749,385



49,914



235,946



193,352



312,022



307,503Mortgage-backed securities:Federal Home Loan Mortgage Corporation


429,969



440,088



551,708



544,834



684,839



660,478Government National Mortgage Association


4,269



4,617



5,052



5,322



6,061



6,235Federal National Mortgage Association


278,272



286,820



354,493



351,003



444,689



430,723Federal housing authorities


2,654



2,908



2,849



3,077



3,027



3,251Non-agency securities


81,494



76,955



105,006



100,465



128,284



123,686Total mortgage-backed securities
    held-to-maturity


796,658



811,388



1,019,108



1,004,701



1,266,900



1,224,373Total securities
    held-to-maturity

$
846,043


$
861,302


$
1,255,054


$
1,198,053


$
1,578,922


$
1,531,876  17




---



##### Table of Contents



Securities
    Available-for-Sale
  At June 30,2009


2008


2007Amortized


Estimated


Amortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


Fair Value


Cost


Fair Value(In thousands)Equity securities

$
1,583


$
1,598


$
6,655


$
6,514


$
6,205


$
5,969GSE debt securities


30,051



30,079















Mortgage-backed securities:Federal Home Loan Mortgage Corporation


151,450



152,718



51,256



51,197



68,635



67,223Federal National Mortgage Association


94,967



96,617



49,393



49,364



70,059



68,856Government National Mortgage Association


275



300















Non-agency securities


80,523



73,704



101,555



95,957



119,598



115,891Total mortgage-backed securities available for sale


327,215



323,339



202,204



196,518



258,292



251,970Total securities
    available-for-sale

$
358,849


$
355,016


$
208,859


$
203,032


$
264,497


$
257,939    18




---



##### Table of Contents



Portfolio Maturities and Yields.
  One Year or Less


More than One Year through Five Years


More than Five Years through Ten 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)Held to Maturity:Debt securities:Government sponsored enterprises

$
3,000



4.00
%

$
15,000



4.50
%

$
238



1.25
%

$





%

$
18,238


$
19,161



3.72
%Municipal bonds







%


4,070



6.25
%


1,220



8.97
%


5,130



9.08
%


10,420



10,624



7.96
%Corporate and other debt securities







%







%







%


20,727



2.40
%


20,727



20,129



2.40
%3,000



4.00
%


19,070



4.87
%


1,458



7.71
%


25,857



3.72
%


49,385



49,914



4.06
%Mortgage-backed securities:Federal Home Loan Mortgage Corporation


517



5.00
%


21,693



3.95
%


223,276



4.21
%


184,483



4.30
%


429,969



440,088



4.04
%Government National Mortgage Association







%


1



12.00
%


2



10.00
%


4,266



7.22
%


4,269



4,617



7.22
%Federal National Mortgage Association


1,179



4.50
%


1,380



4.00
%


126,557



4.63
%


149,156



4.89
%


278,272



286,820



4.74
%Federal and state housing authorities







%


1,615



8.80
%


1,039



8.90
%







%


2,654



2,908



8.88
%Non-agency securities


















76,949



4.89
%


4,545



3.29
%


81,494



76,955



4.80
%Total mortgage-backed securities


1,696



4.65
%


24,689



4.27
%


427,823



4.47
%


342,450



4.58
%


796,658



811,388



4.40
%Total securities
    held-to-maturity

$
4,696



4.24
%

$
43,759



4.53
%

$
429,281



4.48
%

$
368,307



4.52
%

$
846,043


$
861,302



4.38
%Available for Sale:Equity securities

$





%

$





%

$





%

$
1,583




%

$
1,583


$
1,598




%GSE debt securities

$
30,051



0.95
%







%







%







%


30,051



30,079




%Mortgage-backed securities:Federal Home Loan Mortgage Corporation







%


5,761



4.00
%


6,565



4.11
%


139,124



4.89
%


151,450



152,718



4.82
%Government National Mortgage Association







%


















275



4.66
%


275



300



4.66
%Federal National Mortgage Association







%


18,605



4.05
%


18,583



4.17
%


57,779



4.90
%


94,967



96,617



4.59
%Non-agency securities







%


101



0.49
%


59,895



4.59
%


20,527



4.59
%


80,523



73,704



4.59
%Total mortgage-backed securities

$





%


24,467



4.02
%


85,043



4.46
%


217,705



4.86
%


327,215



323,339



4.69
%Total securities
    available-for-sale

$
30,051



0.95
%

$
24,467



4.02
%

$
85,043



4.46
%

$
219,288



4.82
%

$
358,849


$
355,016



4.28
%  19




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##### Table of Contents





Sources
    of Funds
  General.
  Deposits.
        At June 30,2009


2008Percent of


Weighted





Percent of


WeightedTotal


Average





Total


AverageBalance


Deposits


Rate


Balance


Deposits


Rate(Dollars in thousands)Savings

$
779,678



14.16
%


1.99
%

$
417,196



10.51
%


1.96Checking accounts


898,816



16.33



0.84



401,100



10.10



1.28Money market deposits


521,425



9.47



1.76



229,018



5.77



2.06Total transaction accounts


2,199,919



39.96



1.46



1,047,314



26.38



1.72Certificates of deposit


3,305,828



60.04



2.80



2,922,961



73.62



3.71Total deposits

$
5,505,747



100.00
%


2.27
%

$
3,970,275



100.00
%


3.18
%   20




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##### Table of Contents



At June 30,2007Percent of


WeightedTotal


AverageBalance


Deposits


Rate(Dollars in thousands)Savings

$
358,866



9.52
%


2.13
%Checking


406,231



10.78



2.30Money market deposits


182,274



4.84



2.37Total transaction accounts


947,371



25.14



2.25Certificates of deposit


2,820,817



74.86



5.03Total deposits

$
3,768,188



100.00
%


4.33
%     At June 30,2009


2008


2007(Dollars in thousands)Certificates of DepositsLess than 2%

$
598,759


$
45,284


$
18,8132.01% - 3.00%


1,501,821



566,007



19,9103.01% - 4.00%


866,050



1,188,461



441,6334.01% - 5.00%


311,509



769,010



1,070,5315.01% - 6.00%


27,689



351,730



1,268,741Over 6.00%






2,469



1,189Total

$
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%

$
180,041


$
190,654


$
171,480


$
53,182


$
3,372


$
30


$
598,7592.01% - 3.00%


382,001



559,376



295,220



247,775



2,867



14,582



1,501,8213.01% - 4.00%


382,233



230,619



145,719



33,585



30,125



43,769



866,0504.01% - 5.00%


47,509



25,105



14,599



6,654



183,947



33,695



311,5095.01% - 6.00%


634



331



64



5,386



9,944



11,330



27,689Total

$
992,418


$
1,006,085


$
627,082


$
346,582


$
230,255


$
103,406


$
3,305,828  21




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##### Table of Contents



AtJune 30, 2009(In thousands)Three months or less

$
350,768Over three months through six months


339,319Over six months through one year


201,879Over one year


211,311Total

$
1,103,277   Borrowings.
      At or for the Years Ended June 30,2009


2008


2007(Dollars in thousands)Balance at end of period

$
870,555


$
563,583


$
333,710Average balance during period


989,855



208,866



196,417Maximum outstanding at any month end


1,348,574



563,583



333,710Weighted average interest rate at end of period


3.66
%


3.5
%


5.42
%Average interest rate during period


3.34
%


4.41
%


5.46
%     At or for the Years Ended June 30,2009


2008


2007(Dollars in thousands)Balance at end of period

$
860,000


$
1,000,000


$
705,000Average balance during period


902,326



999,663



925,280Maximum outstanding at any month end


960,000



1,109,500



1,095,000Weighted average interest rate at end of period


4.32
%


4.27
%


4.78
%Average interest rate during period


4.38
%


4.58
%


4.80
%   Subsidiary
    Activities
    ASB Investment Corp.
 22




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##### Table of Contents



ISB Mortgage Company LLC.
    ISB Asset Corporation.
  ISB Holdings, Inc.
  American Savings Investment
    Corp.
    Personnel
    SUPERVISION
    AND REGULATION
  General
     23




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##### Table of Contents



Form 10-K.
  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.  out-of-state out-of-state
  Loans-to-One-Borrower
    Limitations. loans-to-one-borrower
  Dividends.
  Minimum Capital
    Requirements.
  Examination and Enforcement.
 24




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##### Table of Contents



Federal
    Banking Regulation
  Capital Requirements.
    
    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.      case-by-case
  
    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. 25




---



##### Table of Contents



As of June 30, 2009PercentCapital


of Assets(1)(Dollars in thousands)Total capital

$
729,897



9.52
%Tier 1 risk-based capital

$
729,897



15.86
%Total risk-based capital

$
776,505



16.88
%     (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-weighted assets.    Activity Restrictions on State-Chartered
    Banks.
      Federal Home Loan Bank
    System.
   26




---



##### Table of Contents



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
    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%. 27




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##### Table of Contents




    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.    Deposit Insurance.
         28




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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.    Prohibitions Against Tying
    Arrangements.
  Privacy Standards.
       29




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##### Table of Contents



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
    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. loans-to-one-borrower loans-to-one-borrower Loans-to-One
     30




---



##### Table of Contents



New Jersey Regulation.
  Federal
    Reserve System
    Interagency Guidance on Nontraditional Mortgage Product
    Risks.
  sub-prime sub-prime sub-prime
 31




---



##### Table of Contents



sub-prime
  The USA
    Patriot Act
      Sarbanes-Oxley
    Act of 2002
    Holding
    Company Regulation
  Federal Regulation.
   32




---



##### 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.   33




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##### Table of Contents



Conversion of Investors Bancorp, MHC to Stock
    Form.
      New Jersey Regulation.
  Acquisition of Investors Bancorp,
    Inc.
  Federal Securities Laws.
 34




---



##### 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.
   35




---



##### Table of Contents



Corporate Dividends-Received
    Deduction.
  State
    Taxation
  New Jersey State Taxation.
          Delaware State Taxation.
  ITEM 1A.
    RISK
    FACTORS  Form 10-K, Form 10-K
  Our Liabilities Reprice Faster Than Our Assets and Future
    Increases in Interest Rates Will Reduce Our Profits.
 36




---



##### Table of Contents




    the interest income we earn on our interest-earning assets, such
    as loans and securities; and
    the interest expense we pay on our interest-bearing liabilities,
    such as deposits and borrowings.    and/or
  available-for-sale
    Because We Intend to Continue to Increase Our Commercial
    Originations, Our Lending Risk Will Increase.
   37




---



##### Table of Contents



The U.S. Economy Is Experiencing An Economic Downturn. A
    Continuation or Further Deterioration Will Have An Adverse
    Effect On Our Operations.
    non-agency
  Any Future FDIC Insurance Premiums Will Adversely Impact Our
    Earnings.
    If Our Allowance for Loan Losses is Not Sufficient to Cover
    Actual Loan Losses, Our Earnings Could Decrease.
      There Is No Assurance That Our Strategy to Change the Mix of
    Our Assets and Liabilities Will Succeed.
   38




---



##### Table of Contents



Our Inability to Achieve Profitability on New Branches May
    Negatively Affect Our Earnings.
  de novo
  Our Return on Equity Has Been Low Compared to Other Financial
    Institutions. This Could Negatively Affect the Price of Our
    Common Stock.
    Strong Competition Within Our Market Area May Limit Our
    Growth and Profitability.
    If We Declare Dividends on Our Common Stock, Investors
    Bancorp, MHC Will be Prohibited From Waiving the Receipt of
    Dividends by Current Federal Reserve Board Policy, Which May
    Result in Lower Dividends for All Other Stockholders.
    Investors Bancorp, MHC Exercises Voting Control Over
    Investors Bancorp; Public Stockholders Own a Minority
    Interest
   39




---



##### Table of Contents



We Operate in a Highly Regulated Industry, Which Limits the
    Manner and Scope of Our Business Activities.
    Future Acquisition Activity Could Dilute Book Value
  and/or
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   40




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED
    STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES    Fiscal 2009


Fiscal 2008High


Low


Dividends


High


Low


DividendsFirst Quarter

$
16.15


$
12.59


$



$
14.60


$
11.54


$
Second Quarter


15.00



12.39







15.00



13.77



Third Quarter


13.29



6.86







15.59



13.17



Fourth Quarter


9.71



8.14







15.75



13.06



          41




---



##### Table of Contents



Stock
    Performance Graph
    INVESTORS
    BANCORP, INC.
  Total
    Return Performance
  
  Period EndingIndex


10/12/05



12/31/05



06/30/06



12/31/06



06/30/07



12/31/07



06/30/08



12/31/08



06/30/09Investors Bancorp, Inc.



100.00




110.08




135.23




156.99




134.03




141.12




130.34




134.03




91.82SNL Bank and Thrift Index



100.00




110.59




116.36




129.22




123.80




98.54




68.68




56.67




48.71SNL Thrift Index



100.00




112.84




121.62




131.54




120.31




78.91




62.25




50.22




42.18   *
    Source : SNL Financial LC, Charlottesville, VA 42




---



##### Table of Contents



Total Number of


Average


As part of Publicly


Yet Be PurchasedShares


Price paid


Announced Plans


Under the Plans orPeriod

Purchased(1)


Per Share


or Programs


ProgramsApril 1, 2009 through April 30, 2009


15,181


$
8.47



128,583



3,499,436May 1, 2009 through May 31, 2009


100,000



8.35



835,174



3,399,436June 1, 2009 through June 30, 2009


272,500



8.88



2,419,103



3,126,936Total


387,681







3,382,860     (1)
    
    On January 22, 2008, the Company announced its third Share
    Repurchase Program, which authorized the purchase of an
    additional 10% of its publicly-held outstanding shares of common
    stock, or 4,307,248 shares. This stock repurchase program
    commenced upon the completion of the second program on
    May 7, 2008. This program has no expiration date and has
    3,126,936 shares yet to be purchased as of June 30,
    2009.   43




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    At June 30,2009


2008


2007


2006


2005(In thousands)Selected Financial Condition Data:Total assets

$
8,136,432


$
6,419,142


$
5,722,026


$
5,631,809


$
5,142,575Loans receivable, net


6,143,169



4,670,150



3,624,998



2,995,435



2,028,045Loans
    held-for-sale


61,691



9,814



3,410



974



3,412Securities held to maturity, net


846,043



1,255,054



1,578,922



1,835,581



2,128,944Securities available for sale, at estimated fair value


355,016



203,032



257,939



538,526



683,701Bank owned life insurance


113,191



96,170



92,198



82,603



79,779Deposits


5,505,747



3,970,275



3,768,188



3,419,361



3,373,291Borrowed funds


1,730,555



1,563,583



1,038,710



1,245,740



1,313,769Stockholders equity


819,283



828,538



858,859



916,291



423,704   Years Ended June 30,2009(1)


2008


2007(2)


2006(3)


2005(4)(In thousands)Selected Operating Data:Interest and dividend income

$
368,060


$
312,807


$
285,223


$
252,050


$
232,594Interest expense


201,924



207,695



195,263



143,594



128,286Net interest income


166,136



105,112



89,960



108,456



104,308Provision for loan losses


29,025



6,646



729



600



604Net interest income after provision for loan losses


137,111



98,466



89,231



107,856



103,704Non-interest income (loss)


(148,430
)


7,373



3,175



5,972



(2,080
)Non-interest expenses


97,799



80,780



77,617



90,877



107,173Income (loss) before income tax expense (benefit)


(109,118
)


25,059



14,789



22,951



(5,549
)Income tax expense (benefit)


(44,200
)


9,030



(7,477
)


7,610



(2,986
)Net income (loss)

$
(64,918
)

$
16,029


$
22,266


$
15,341


$
(2,563
)(Loss) earnings per share  basic and diluted(5)

$
(0.62
)

$
0.15


$
0.20


$
0.07



n/a     (1)
    
    June 30, 2009 year end results reflect a
    $158.0 million pre-tax OTTI charge related to our trust
    preferred securities.(2)
    
    June 30, 2007 year end results reflect a
    $9.9 million reversal of previously established valuation
    allowances for deferred tax assets.(3)
    
    June 30, 2006 year end results reflect a pre-tax
    expense of $20.7 million for the charitable contribution
    made to Investors Savings Bank Charitable Foundation as part of
    our initial public offering.(4)
    
    June 30, 2005 year end results reflect pre-tax expense
    of $54.0 million attributable to the March 2005 balance
    sheet restructuring.(5)
    
    Basic and diluted earnings per share for the year ended
    June 30, 2006 include the results of operations from
    October 11, 2005, the date the Company completed its
    initial public offering. 44




---



##### Table of Contents



At or for the Years Ended June 30,2009


2008


2007


2006


2005Selected Financial Ratios and Other Data:Performance Ratios:(Loss) return on assets (ratio of net income or loss to average
    total assets)


(0.90
)%


0.27
%


0.39
%


0.28
%


(0.05
)%(Loss) return on equity (ratio of net income or loss to average
    equity)


(8.14
)%


1.92
%


2.47
%


2.00
%


(0.62
)%Net interest rate spread(1)


2.06
%


1.28
%


1.02
%


1.65
%


1.82
%Net interest margin(2)


2.38
%


1.81
%


1.65
%


2.06
%


2.00
%Efficiency ratio(3)


552.35
%


71.81
%


83.34
%


79.42
%


104.84
%Efficiency ratio (Excluding OTTI and FDIC special assessment)


54.39
%


71.55
%


83.34
%


79.42
%


104.84
%Non-interest expenses to average total assets


1.35
%


1.35
%


1.38
%


1.68
%


2.00
%Average interest-earning assets to average interest-bearing
    liabilities


1.11
x


1.15
x


1.18
x


1.15
x


1.07
xAsset Quality Ratios:Non-performing assets to total assets


1.50
%


0.30
%


0.09
%


0.06
%


0.15
%Non-performing loans to total loans


1.97
%


0.42
%


0.14
%


0.11
%


0.39
%Allowance for loan losses to non-performing loans


38.30
%


70.03
%


135.00
%


193.06
%


72.77
%Allowance for loan losses to total loans


0.76
%


0.29
%


0.19
%


0.21
%


0.28
%Capital Ratios:Risk-based capital (to risk-weighted assets)(4)


16.88
%


21.77
%


25.18
%


26.63
%


21.72
%Tier I risk-based capital (to risk-weighted assets)(4)


15.86
%


21.37
%


24.93
%


26.38
%


21.44
%Total capital (to average assets)(4)


9.52
%


11.93
%


12.52
%


12.25
%


8.35
%Equity to total assets


10.07
%


12.91
%


15.01
%


16.27
%


8.24
%Average equity to average assets


11.05
%


13.94
%


15.97
%


14.21
%


7.75
%Tangible capital (to tangible assets)


9.78
%


12.89
%


15.01
%


16.26
%


8.24
%Book value per common share

$
7.38


$
7.87


$
7.86


$
8.04



n/aOther Data:Number of full service offices


58



52



51



51



51Full time equivalent employees


647



537



509



510



493     (1)
    
    The net interest rate spread represents the difference between
    the weighted-average yield on interest-earning assets and the
    weighted- average cost of interest-bearing liabilities for the
    period.(2)
    
    The net interest margin represents net interest income as a
    percent of average interest-earning assets for the period.(3)
    
    The efficiency ratio represents non-interest expenses divided by
    the sum of net interest income and non-interest income.(4)
    
    Ratios are for Investors Savings Bank and do not include capital
    retained at the holding company level.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS     45




---



##### Table of Contents



sub-prime
      other-than-temporary
   46




---



##### Table of Contents



Critical
    Accounting Policies
    Allowance for Loan Losses.
         47




---



##### Table of Contents



Deferred Income Taxes. Accounting for Income Taxes,
  Securities Impairment Judgments. other-than-temporary
  available-for-sale held-to-maturity other-than-temporary. other-than-temporary,
 48




---



##### Table of Contents



Goodwill Impairment.
  Valuation of Mortgage Servicing Rights
    (MSR.)
      Stock-Based Compensation.
      Comparison
    of Financial Condition at June 30, 2009 and June 30,
    2008
  Total Assets.
 49




---



##### Table of Contents



Net Loans.
        30-89 days
        Securities.
 50




---



##### Table of Contents



FSP 115-2 Other-Than-Temporary
  2002-2004
  Stock in the Federal Home Loan Bank, Bank Owned Life
    Insurance, and Accrued Interest
    Receivable.
  Deposits.
  Borrowed Funds.
  Stockholders
    Equity.
  Analysis
    of Net Interest Income
   51




---



##### Table of Contents



Average Balances and Yields.
  For the Years Ended June 30,2009


2008


2007Average


Interest


Average


Average


Interest


Average


Average


Interest


AverageOutstanding


Earned/


Yield/


Outstanding


Earned/


Yield/


Outstanding


Earned/


Yield/Balance


Paid


Rate


Balance


Paid


Rate


Balance


Paid


Rate(Dollars in thousands)Interest-earning assets:Interest-bearing deposits

$
158,743


$
393



0.25
%

$
32,948


$
974



2.96
%

$
25,701


$
993



3.86
%Repurchase agreements and federal funds sold














5,798



162



2.79











Securities
    available-for-sale(1)


197,824



8,968



4.53



235,385



10,826



4.60



406,274



18,006



4.43Securities
    held-to-maturity


1,074,279



50,917



4.74



1,438,804



67,977



4.72



1,689,890



80,310



4.75Net loans


5,482,009



304,678



5.56



4,043,398



229,634



5.68



3,305,807



182,996



5.54Stock in FHLB


75,938



3,104



4.09



44,939



3,234



7.20



40,304



2,918



7.24Total interest-earning assets


6,988,793



368,060



5.27



5,801,272



312,807



5.39



5,467,976



285,223



5.22Non-interest-earning assets


231,122











185,705











170,671Total assets

$
7,219,915










$
5,986,977










$
5,638,647Interest-bearing liabilities:Savings deposits

$
507,132



10,568



2.08
%

$
372,846



7,718



2.07
%

$
302,331



4,685



1.55Interest-bearing checking


565,278



11,668



2.06



353,564



7,329



2.07



321,155



7,473



2.33Money market accounts


310,656



6,466



2.08



204,952



5,005



2.44



185,849



3,596



1.93Certificates of deposit


3,015,955



100,660



3.34



2,909,550



132,693



4.56



2,719,327



124,382



4.57Borrowed funds


1,892,181



72,562



3.83



1,208,529



54,950



4.55



1,121,697



55,127



4.91Total interest-bearing liabilities


6,291,202



201,924



3.21



5,049,441



207,695



4.11



4,650,359



195,263



4.20Non-interest-bearing liabilities


131,219











102,828











87,946Total liabilities


6,422,421











5,152,269











4,738,305Stockholders equity


797,494











834,708











900,342Total liabilities and stockholders equity

$
7,219,915










$
5,986,977










$
5,638,647Net interest income





$
166,136










$
105,112










$
89,960Net interest rate spread(2)










2.06
%










1.28
%










1.02
%Net interest-earning assets(3)

$
697,591










$
751,831










$
817,617Net interest margin(4)










2.38
%










1.81
%










1.65
%Ratio of interest-earning assets to total interest-bearing
    liabilities


1.11
x










1.15
x










1.18
x     (1)
    
    Securities
    available-for-sale
    are stated at amortized cost, adjusted for unamortized purchased
    premiums and discounts.(2)
    
    Net interest rate spread represents the difference between the
    yield on average interest-earning assets and the cost of average
    interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning
    assets less total interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by
    average total interest-earning assets. 52




---



##### Table of Contents



Rate/Volume
    Analysis
    Years Ended June 30,


Years Ended June 30,2009 vs. 2008


2008 vs. 2007Increase (Decrease)


Net


Increase (Decrease)


NetDue to


Increase


Due to


IncreaseVolume


Rate


(Decrease)


Volume


Rate


(Decrease)(In thousands)Interest-earning assets:Interest-bearing deposits

$
971


$
(1,552
)

$
(581
)

$
244


$
(263
)

$
(19
)Repurchase agreements


(162
)






(162
)


162







162Securities
    available-for-sale


(1,818
)


(40
)


(1,858
)


(7,839
)


659



(7,180
)Securities
    held-to-maturity


(17,644
)


584



(17,060
)


(10,946
)


(1,387
)


(12,333
)Net loans


82,755



(7,711
)


75,044



43,961



2,677



46,638Stock in FHLB


1,638



(1,768
)


(130
)


334



(18
)


316Total interest-earning assets


65,740



(10,487
)


55,253



25,916



1,668



27,584Interest-bearing liabilities:Savings deposits


2,798



52



2,850



1,243



1,790



3,033Interest-bearing checking


4,370



(31
)


4,339



715



(859
)


(144
)Money market accounts


2,285



(824
)


1,461



397



1,012



1,409Certificates of deposit


4,697



(36,730
)


(32,033
)


8,676



(365
)


8,311Total deposits


14,150



(37,533
)


(23,383
)


11,031



1,578



12,609Borrowed funds


22,283



(4,671
)


17,612



4,111



(4,288
)


(177
)Total interest-bearing liabilities


36,433



(42,204
)


(5,771
)


15,142



(2,710
)


12,432Increase (decrease) in net interest income

$
29,307


$
31,716


$
61,024


$
10,774


$
4,378


$
15,152   Comparison
    of Operating Results for the Years Ended June 30, 2009 and
    2008
  Net Income.
  Net Interest Income.
  Interest and Dividend Income.
 53




---



##### Table of Contents



Interest Expense.
      Provision for Loan Losses.
  Non-Interest Income.
  Non-Interest Expenses.
 54




---



##### Table of Contents



Income Taxes.
  Comparison
    of Operating Results for the Years Ended June 30, 2008 and
    2007
  Net Income.
  Net Interest Income.
    Interest and Dividend Income.
      Interest Expense.
   55




---



##### Table of Contents



Provision for Loan Losses.
  Non-Interest Income. other-than-temporary
  Non-Interest Expenses.
  Income Taxes.
  Management
    of Market Risk
  Qualitative Analysis.
   56




---



##### Table of Contents



Quantitative Analysis.
  Net Interest IncomeIncrease (Decrease) inChange in

Net Portfolio Value(2)


Estimated Net


Estimated Net InterestInterest Rates

Estimated


Estimated Increase (Decrease)


Interest


Income(basis points)(1)

NPV


Amount


Percent


Income(3)


Amount


Percent(Dollars in thousands)+ 200bp

$
635,995


$
(323,199
)


(33.7
)%

$
212,648


$
(10,225
)


(4.6
)%0bp

$
959,194










$
222,873







−100bp

$
976,816


$
17,622



1.8
%

$
227,354


$
4.481



2.0
%     (1)
    
    Assumes an instantaneous and parallel shift in interest rates at
    all maturities.(2)
    
    NPV is the discounted present value of expected cash flows from
    assets, liabilities and off-balance sheet contracts.(3)
    
    Assumes a gradual change in interest rates over a one year
    period at all maturities. 57




---



##### Table of Contents



Liquidity
    and Capital Resources
           58




---



##### Table of Contents



available-for-sale, 12-month
  Business
  Off-Balance
    Sheet Arrangements and Aggregate Contractual
    Obligations
  Off-Balance Sheet Arrangements.
  Contractual Obligations.
 59




---



##### Table of Contents



Payments Due by PeriodLess than


One to


Three to


More thanContractual Obligations

One Year


Three Years


Five Years


Five Years


Total(In thousands)Other borrowed funds

$
70,000


$
560,555


$
190,000


$
50,000


$
870,555Repurchase agreements


235,000



465,000



160,000







860,000Operating leases


4,789



9,140



6,964



19,586



40,479Total

$
309,789


$
1,034,695


$
356,964


$
69,586


$
1,771,034   Recent
    Accounting Pronouncements
  FAS 157-4, FAS 157-4 FAS 157-4, FAS 157-4 No. 157-4
  FAS 115-2 FAS 124-2, Other-Than-Temporary FAS 115-2 FAS 124-2 other-than-temporary FAS 115-2 FAS 124-2 other-than-temporary FAS 115-2 FAS 124-2 No. 115-2
  FAS 107-1 28-1,
  No. 08-3, No. 08-3 No. 08-3 No. 08-3
 60




---



##### Table of Contents



No. 157-2, No. 157-2 No. 157-2
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements.
    EITF 03-6-1 EITF 03-6-1
  Impact of
    Inflation and Changing Prices
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Item 7-
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   61




---



##### Table of Contents



ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)
    Evaluation of disclosure controls and procedures.  Rule 13a-15(e) 15d-15(e)
  (b)
    Changes in internal controls.    (c)
    Management report on internal control over financial reporting.        Internal Control-Integrated
    Framework
    Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   62




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION  Directors-Director
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements
 63




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
            FAS 115-2 FAS 124-2,
  Internal
    Control  Integrated Framework
  
    64




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal
    Control  Integrated Framework
        Internal Control 
    Integrated Framework
    
    65




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY Consolidated
    Balance Sheets
    June 30, 2009 and 2008
  2009


2008(In thousands)ASSETSCash and cash equivalents

$
317,757



22,823Securities available-for-sale, at estimated fair value
    (notes 5 and 11)


355,016



203,032Securities held-to-maturity, net (estimated fair value of
    $861,302 and $1,198,053 at June 30, 2009 and
    June 30, 2008, respectively) (notes 4 and 11)


846,043



1,255,054Loans receivable, net (note 6)


6,143,169



4,670,150Loans held-for-sale


61,691



9,814Stock in the Federal Home Loan Bank


72,053



60,935Accrued interest receivable (note 7)


37,291



27,716Office properties and equipment, net (note 9)


44,142



29,710Net deferred tax asset (note 12)


118,455



40,702Bank owned life insurance (note 1)


113,191



96,170Intangible assets


26,365



922Other assets


1,259



2,114$
8,136,432



6,419,142LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits (note 10)

$
5,505,747



3,970,275Borrowed funds (note 11)


1,730,555



1,563,583Advance payments by borrowers for taxes and insurance


26,839



21,829Other liabilities


54,008



34,917Total liabilities


7,317,149



5,590,604Commitments and contingencies (notes 8 and 14)Stockholders equity (notes 3 and 17):Preferred stock, $0.01 par value, 50,000,000 authorized
    shares; none issued






Common stock, $0.01 par value, 200,000,000 shares
    authorized; 118,020,280 issued; 114,692,020 and 109,010,756
    outstanding at June 30, 2009 and June 30, 2008,
    respectively


532



532Additional paid-in capital


524,463



514,613Retained earnings


399,672



486,244Treasury stock, at cost; 3,328,260 and 9,009,524 shares at
    June 30, 2009 and June 30, 2008, respectively


(42,447
)


(128,977
)Unallocated common stock held by the employee stock ownership
    plan


(36,160
)


(37,578
)Accumulated other comprehensive loss


(26,777
)


(6,296
)Total stockholders equity


819,283



828,538Total liabilities and stockholders equity

$
8,136,432



6,419,142    66




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY Consolidated
    Statements of Operations
    Years ended June 30, 2009, 2008 and 2007
  2009


2008


2007(In thousands, except per share data)Interest and dividend income:Loans receivable and loans held-for-sale

$
304,678



229,634



182,996Securities:Government-sponsored enterprise obligations


1,587



4,662



5,851Mortgage-backed securities


49,531



62,919



80,712Equity securities available-for-sale


64



287



1,786Municipal bonds and other debt


8,703



10,935



9,967Interest-bearing deposits


393



974



993Repurchase agreements






162



Federal Home Loan Bank stock


3,104



3,234



2,918Total interest and dividend income


368,060



312,807



285,223Interest expense:Deposits (note 10)


129,362



152,745



140,136Secured borrowings


72,562



54,950



55,127Total interest expense


201,924



207,695



195,263Net interest income


166,136



105,112



89,960Provision for loan losses (note 6)


29,025



6,646



729Net interest income after provision for loan losses


137,111



98,466



89,231Non-interest (loss) income:Fees and service charges


3,174



3,022



2,762Income on bank owned life insurance (note 1)


2,910



3,972



3,749Gain on sales of mortgage loans, net


4,343



605



244Loss on securities, net (notes 4 and 5)(a)


(159,266
)


(682
)


(3,790
)Other income


409



456



210Total non-interest (loss) income


(148,430
)


7,373



3,175Non-interest expenses:Compensation and benefits (note 13)


60,085



53,886



51,221Advertising and promotional expense


3,635



2,736



3,310Office occupancy and equipment expense (notes 9 and 14)


11,664



10,888



10,470Federal deposit insurance premiums


8,557



445



451Stationery, printing, supplies and telephone


2,088



1,869



1,688Professional fees


2,319



2,008



2,094Data processing service fees


4,588



4,730



4,315Other operating expenses


4,863



4,218



4,068Total non-interest expenses


97,799



80,780



77,617(Loss) income before income tax (benefit) expense


(109,118
)


25,059



14,789Income tax (benefit) expense (note 12)


(44,200
)


9,030



(7,477
)Net (loss) income

$
(64,918
)


16,029



22,266Basic and diluted (loss) earnings per share

$
(0.62
)


0.15



0.20Weighted average shares outstanding (note 20)Basic


104,530,402



105,447,910



111,730,234Diluted


104,530,402



105,601,764



112,012,064     (a)
    
    $35.7 million of the fiscal year ended June 30, 2009
    loss on securities was determined to be a non-credit related
    OTTI charge upon the adoption of FSP
    115-2.   67




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY Consolidated
    Statements of Stockholders Equity
    Years ended June 30, 2009, 2008 and 2007
  UnallocatedCommon


AccumulatedAdditional








Stock


Other


TotalCommon


Paid-in


Retained


Treasury


Held by


Comprehensive


StockholdersStock


Capital


Earnings


Stock


ESOP


Loss


Equity(In thousands)Balance at June 30, 2006

$
532



524,972



442,687







(40,414
)


(11,486
)


916,291Comprehensive income:Net income










22,266















22,266Change in minimum pension liability, net of tax expense of $245






















368



368Unrealized gain on securities available-for-sale, net of tax
    expense of $3,273






















5,068



5,068Reclassification adjustment for losses included in net income,
    net of tax benefit of $1,347






















2,075



2,075Total comprehensive income


























29,777Cumulative effect of change in accounting for bank owned life
    insurance










5,564















5,564Purchase of treasury stock (6,473,695 shares)














(96,706
)










(96,706
)Treasury stock allocated to restricted stock plan






(25,421
)


(312
)


25,733











Funded status of postretirement plans upon adoption of
    SFAS No. 158, net of tax benefit of $2,638






















(3,960
)


(3,960
)Compensation cost for stock options and restricted stock






5,821



















5,821ESOP shares allocated or committed to be released






654











1,418







2,072Balance at June 30, 2007

$
532



506,026



470,205



(70,973
)


(38,996
)


(7,935
)


858,859Comprehensive income:Net income










16,029















16,029Change in funded status of postretirement plan due to plan
    curtailment and settlement, net of tax expense of $891






















1,337



1,337Change in funded status of retirement obligations, net of tax
    benefit of $107






















(169
)


(169
)Unrealized loss on securities available-for-sale, net of tax
    expense of $260






















(208
)


(208
)Reclassification adjustment for losses included in net income






















679



679Total comprehensive income


























17,668Cumulative effect adjustment upon adoption of FIN 48










300















300Purchase of treasury stock (4,339,530 shares)














(60,124
)










(60,124
)Treasury stock allocated to restricted stock plan






(1,830
)


(290
)


2,120











Compensation cost for stock options and restricted stock






9,814



















9,814ESOP shares allocated or committed to be released






603











1,418







2,021Balance at June 30, 2008

$
532



514,613



486,244



(128,977
)


(37,578
)


(6,296
)


828,538Comprehensive income:Net loss










(64,918
)














(64,918
)Change in funded status of retirement obligations, net of tax
    benefit of $431






















(638
)


(638
)Unrealized gain on securities available-for-sale, net of tax
    expense of $728






















808



808Reclassification adjustment for losses included in net income






















457



457Total comprehensive loss


























(64,291
)Cumulative effect of initial application of FSP
    FAS 115-2
    on other-than-temporary-impairment net of tax benefit of $14,577










21,108











(21,108
)


Common stock issued out of treasury stock to finance acquisition
    (6,503,897 shares)










(42,520
)


93,250











50,730Purchase of treasury stock (947,633 shares)














(8,673
)










(8,673
)Treasury stock allocated to restricted stock plan






(1,711
)


(242
)


1,953











Compensation cost for stock options and restricted stock






11,330



















11,330ESOP shares allocated or committed to be released






231











1,418







1,649Balance at June 30, 2009

$
532



524,463



399,672



(42,447
)


(36,160
)


(26,777
)


819,283    68




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY Consolidated
    Statements of Cash Flows
    Years ended June 30, 2009, 2008 and 2007
  2009


2008


2007(In thousands)Cash flows from operating activities:Net(loss) income

$
(64,918
)


16,029



22,266Adjustments to reconcile net income to net cash provided by
    operating activities:ESOP and stock-based compensation expense


12,979



11,835



7,893Accretion of discounts and amortization of premiums on
    securities, net


(520
)


993



1,552Amortization of premiums and accretion of fees and costs on
    loans, net


6,599



2,389



1,881Amortization of intangible assets


70







Provision for loan losses


29,025



6,646



729Depreciation and amortization of office properties and equipment


2,725



2,760



2,937Loss on securities, net


159,266



682



3,790Mortgage loans originated for sale


(753,264
)


(139,487
)


(41,887
)Proceeds from mortgage loan sales


712,295



133,688



39,934Gain on sales of mortgage loans, net


(4,343
)


(605
)


(244
)Income on bank owned life insurance


(2,910
)


(3,972
)


(3,749
)Increase in accrued interest receivable


(7,123
)


(2,898
)


(3,247
)Deferred tax benefit


(65,275
)


(1,602
)


(14,016
)Decrease (increase) in other assets


242



(1,742
)


(236
)Increase (decrease) in other liabilities


14,232



(1,038
)


(1,580
)Total adjustments


103,998



7,649



(6,243
)Net cash provided by operating activities


39,080



23,678



16,023Cash flows from investing activities:Purchases of loans receivable


(1,264,804
)


(996,320
)


(665,166
)Net repayments (originations) of loans receivable


226,936



(58,005
)


32,788Net proceeds from sale of foreclosed real estate






138



Purchases of mortgage-backed securities held-to-maturity










(22,696
)Purchases of debt securities held-to-maturity






(23,118
)


(46,362
)Purchases of mortgage-backed securities available for sale


(104,186
)






Purchases of other investments available-for-sale


(100
)


(1,400
)


Proceeds from paydowns/maturities on mortgage-backed securities
    held-to-maturity


221,680



247,018



290,649Proceeds from calls/maturities on debt securities
    held-to-maturity


19,553



98,876



10,137Proceeds from paydowns/maturities on mortgage-backed securities
    available-for-sale


56,345



56,205



89,170Proceeds from sales of mortgage-backed securities
    held-to-maturity










22,942Proceeds from sales of mortgage-backed securities
    available-for-sale










161,112Purchase of US Government and Agency Obligations held to maturity


(109,997
)






Proceeds from maturities of US Government and Agency Obligations
    held to maturity


120,120







Redemption of equity securities available-for-sale


863







Proceeds from sales of equity securities available-for-sale






250



3,681Proceeds from call of equity securities available-for-sale










35,000Proceeds from redemptions of Federal Home Loan Bank stock


53,349



35,208



48,908Purchases of Federal Home Loan Bank stock


(61,950
)


(62,074
)


(36,651
)Purchases of office properties and equipment


(9,055
)


(3,818
)


(2,098
)Purchase of bank owned life insurance










(282
)Cash consideration paid to acquire American Bancorp, net of cash
    received


(4,225
)






Net cash used in investing activities


(855,471
)


(707,040
)


(78,868
)Cash flows from financing activities:Net increase in deposits


1,017,256



202,087



348,827Net (decrease) increase in funds borrowed under short-term
    repurchase agreements


(25,000
)


(135,000
)


(165,000
)Proceeds from funds borrowed under other repurchase agreements


90,000



640,000



360,000Repayments of funds borrowed under other repurchase agreements


(205,000
)


(210,000
)


(585,000
)Net increase in other borrowings


235,249



229,873



182,970Net increase in advance payments by borrowers for taxes and
    insurance


3,299



3,767



2,354Purchase of treasury stock


(4,479
)


(60,124
)


(96,706
)Net cash provided by financing activities


1,111,325



670,603



47,445Net increase (decrease) in cash and cash equivalents


294,934



(12,759
)


(15,400
)Cash and cash equivalents at beginning of year


22,823



35,582



50,982Cash and cash equivalents at end of year

$
317,757



22,823



35,582Supplemental cash flow information:Noncash investing activities:Real estate acquired through foreclosure

$




138



Cash paid during the year for:Interest

$
201,081



205,660



196,170Income taxes

$
22,989



9,217



9,662Fair value of assets acquired

$
628,847







Goodwill and core deposit intangible

$
21,549







Liabilities assumed

$
595,440







Common stock issued for American Bancorp of NJ acquisition

$
50,730







    69




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  (1)
    Summary
    of Significant Accounting Policies    (a)
    Basis
    of Presentation        Business
      (b)
    Cash
    Equivalents    (c)
    Securities   70




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
      (d)
    Loans
    Receivable, Net       71




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    (e)
    Loans
    Held-for-Sale    (f)
    Federal
    Home Loan Bank Stock    (g)
    Office
    Properties and Equipment, Net    (h)
    Bank
    Owned Life Insurance   72




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (i)
    Intangible
    Assets  Goodwill.
  Mortgage Servicing Rights.
  Core Deposit Premiums.
  (j)
    Real
    Estate Owned    (k)
    Borrowed
    Funds      (l)
    Income
    Taxes   73




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    (m)
    Employee
    Benefits    and/or
      No. 93-6,
    (n)
    Earnings
    Per Share   74




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
      (o)
    Reclassifications    (2)
    Business
    Combinations      (3)
    Stock
    Transactions  Stock
    Offering
   75




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    Stock
    Repurchase Programs
    (4)
    Securities
    Held-to-Maturity    June 30, 2009Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Debt securities:Government-sponsored enterprises

$
18,238



924



1



19,161Municipal bonds


10,420



211



7



10,624Corporate and other debt securities


20,727



2,332



2,930



20,12949,385



3,467



2,938



49,914Mortgage-backed securities:Federal Home Loan Mortgage Corporation


429,969



10,426



307



440,088Federal National Mortgage Association


278,272



8,682



134



286,820Government National Mortgage Association


4,269



348







4,617Federal housing authorities


2,654



254







2,908Non-agency securities


81,494







4,539



76,955796,658



19,710



4,980



811,388Total securities held-to-maturity

$
846,043



23,177



7,918



861,302   76




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  June 30, 2008Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Debt securities:Government-sponsored enterprises

$
46,703



443



94



47,052Municipal bonds


10,574



212



13



10,773Corporate and other debt securities


178,669







43,142



135,527235,946



655



43,249



193,352Mortgage-backed securities:Federal Home Loan Mortgage Corporation


551,708



1,307



8,181



544,834Federal National Mortgage Association


354,493



1,139



4,629



351,003Government National Mortgage Association


5,052



270







5,322Federal housing authorities


2,849



228







3,077Non-agency securities


105,006







4,541



100,4651,019,108



2,944



17,351



1,004,701Total securities held-to-maturity

$
1,255,054



3,599



60,600



1,198,053       June 30, 2009Less than 12 Months


12 Months or More


TotalEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In thousands)Debt securities:Government-sponsored enterprises

$
237



1











237



1Municipal bonds










1,193



7



1,193



7Corporate and other debt securities


9,238



2,930











9,238



2,9309,475



2,931



1,193



7



10,668



2,938Mortgage-backed securities:Federal Home Loan Mortgage Corporation


19,968



171



7,980



136



27,948



307Federal National Mortgage Association


14,170



28



13,841



106



28,011



134Non-agency securities










76,955



4,539



76,955



4,53934,138



199



98,776



4,781



132,914



4,980Total

$
43,613



3,130



99,969



4,788



143,582



7,918  77




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  June 30, 2008Less than 12 Months


12 Months or More


TotalEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In thousands)Debt securities:Government-sponsored enterprises

$
14,906



94











14,906



94Municipal bonds


1,341



13











1,341



13Corporate and other debt securities


105,855



32,316



29,672



10,826



135,527



43,142122,102



32,423



29,672



10,826



151,774



43,249Mortgage-backed securities:Federal Home Loan Mortgage Corporation


228,833



3,428



157,496



4,753



386,329



8,181Federal National Mortgage Association


180,992



1,978



94,077



2,651



275,069



4,629Non-agency securities


51,314



1,778



49,151



2,763



100,465



4,541461,139



7,184



300,724



10,167



761,863



17,351Total

$
583,241



39,607



330,396



20,993



913,637



60,600     other-than-temporary
  FSP 115-2 Other-Than-Temporary
 78




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  other-than-temporarily
  2002-2004 other-than-temporarily
  held-to-maturity held-to-maturity
  held-to-maturity
  June 30, 2009Amortized


EstimatedCost


Fair Value(In thousands)Due in one year or less

$
3,000



3,025Due after one year through five years


19,070



20,078Due after five years through ten years


1,458



1,449Due after ten years


25,857



25,362Total

$
49,385



49,914    79




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (5)
    Securities
    Available-for-Sale  available-for-sale
  June 30, 2009Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Equity securities

$
1,583



15







1,598GSE debt securities


30,051



28







30,079Mortgage-backed securities:Federal Home Loan Mortgage Corporation

$
151,450



1,276



8



152,718Federal National Mortgage Association


94,967



1,661



11



96,617Government National Mortgage Association


275



25







300Non-agency securities


80,523



137



6,956



73,704Total securities
    available-for-sale

$
358,849



3,142



6,975



355,016   June 30, 2008Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Equity securities

$
6,655







141



6,514Mortgage-backed securities:Federal Home Loan Mortgage Corporation

$
51,256



182



241



51,197Federal National Mortgage Association


49,393



174



203



49,364Non-agency securities


101,555



6



5,604



95,957Total securities
    available-for-sale

$
208,859



362



6,189



203,032    80




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  available-for-sale
  June 30, 2009Less than 12 Months


12 Months or More


TotalEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In thousands)Mortgage-backed securities:Federal Home Loan Mortgage Corporation

$
947



8











947



8Federal National Mortgage Association


8,587



11











8,587



11Non-agency securities


359



109



67,149



6,847



67,508



6,956Total

$
9,893



128



67,149



6,847



77,042



6,975   June 30, 2008Less than 12 Months


12 Months or More


TotalEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


Losses(In thousands)Equity securities

$
1,238



141











1,238



141Mortgage-backed securities:Federal Home Loan Mortgage Corporation


24,517



241











24,517



241Federal National Mortgage Association


25,622



203











25,622



203Non-agency securities


63,155



3,946



30,428



1,658



93,583



5,604Total

$
114,532



4,531



30,428



1,658



144,960



6,189   2002-2004 other-than-temporary other-than-temporary
 81




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  available-for-sale available-for-sale
      (6)
    Loans
    Receivable, Net    June 30,2009


2008(In thousands)Residential mortgage loans:One- to four-family

$
4,690,335



3,989,334FHA


18,564



20,229Multi-family loans


482,783



82,711Commercial real estate loans


433,204



142,396Construction loans


346,967



260,177Commercial & industrial loans


15,665



47Consumer and other loans


184,198



168,819Total loans


6,171,716



4,663,713Premiums on purchased loans, net


21,313



22,622Deferred loan fees, net


(3,252
)


(2,620
)Allowance for loan losses


(46,608
)


(13,565
)$
6,143,169



4,670,150       Year Ended June 30,2009


2008


2007(In thousands)Balance at beginning of year

$
13,565



6,951



6,369Loans charged off


(25
)


(33
)


(151
)Recoveries






1



4Net charge-offs


(25
)


(32
)


(147
)Allowance from acquisition


4,043







Provision for loan losses


29,025



6,646



729Balance at end of year

$
46,608



13,565



6,951  82




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
        (7)
    Accrued
    Interest Receivable    June 30,2009


2008(In thousands)Securities

$
5,225



6,041Loans receivable


32,066



21,675$
37,291



27,716   (8)
    Financial
    Transactions with Off-Balance-Sheet Risk and Concentrations of
    Credit Risk     83




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   case-by-case
  and/or
    held-for-sale
   84




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (9)
    Office
    Properties and Equipment, Net    June 30,2009


2008(In thousands)Land

$
8,301



5,702Office buildings


22,286



14,108Leasehold improvements


15,912



14,638Furniture, fixtures and equipment


16,774



18,265Construction in process


2,529



1,66165,802



54,374Less accumulated depreciation and amortization


21,660



24,664$
44,142



29,710     (10)
    Deposits    June 30,2009


2008Weighted





%


Weighted





%Average





of


Average





ofRate


Amount


Total


Rate


Amount


Total(Dollars in thousands)Savings


1.99
%

$
779,678



14.16
%


1.96
%

$
417,196



10.51
%Checking accounts


0.84



898,816



16.33



1.28



401,100



10.10Money market deposits


1.76



521,425



9.47



2.06



229,018



5.77Total transaction accounts


1.46



2,199,919



39.96



1.72



1,047,314



26.38Certificates of deposit


2.80



3,305,828



60.04



3.71



2,922,961



73.622.27
%

$
5,505,747



100.00
%


3.18
%

$
3,970,275



100.00
%     June 30, 2009(In thousands)Within one year

$
2,625,585One to two years


346,582Two to three years


230,255Three to four years


29,656After four years


73,750$
3,305,828  85




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
      Year Ended June 30,2009


2008


2007(In thousands)Savings

$
10,568



7,718



4,685Checking accounts


11,668



7,329



7,473Money market deposits


6,466



5,005



3,596Certificates of deposit


100,660



132,693



124,382$
129,362



152,745



140,136   (11)
    Borrowed
    Funds    June 30,2009


2008Weighted





WeightedAverage





AveragePrincipal


Rate


Principal


Rate(Dollars in thousands)Funds borrowed under repurchase agreements:FHLB

$
420,000



3.98
%

$
560,000



3.87
%Other brokers


440,000



4.65



440,000



4.79Total funds borrowed under repurchase agreements


860,000



4.32



1,000,000



4.27Other borrowed funds:FHLB advances


870,555



3.66



563,583



3.50Total borrowed funds

$
1,730,555



3.99


$
1,563,583



3.99     June 30,2009


2008Weighted





WeightedAverage





AveragePrincipal


Rate


Principal


Rate(Dollars in thousands)Within one year

$
305,000



3.46
%

$
333,000



3.31
%One to two years


595,000



4.46



285,000



3.78Two to three years


430,555



3.81



440,000



4.68Three to four years


280,000



3.90



225,583



4.04Four to five years


70,000



3.76



230,000



3.93After five years


50,000



3.86



50,000



3.86Total borrowed funds

$
1,730,555



3.99


$
1,563,583



3.99  86




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
      June 30,2009


2008(In thousands)Amortized cost of collateral:Debt securities

$
28,009



40,120Mortgage-backed securities


934,805



1,023,408Total amortized cost of collateral

$
962,814



1,063,528Fair value of collateral:Debt securities

$
28,948



40,423Mortgage-backed securities


946,073



1,009,985Total fair value of collateral

$
975,021



1,050,408       12-month
  (12)
    Income
    Taxes    Year Ended June 30,2009


2008


2007(In thousands)Current tax expense:Federal

$
22,925



10,020



5,166State


106



612



1,37323,031



10,632



6,539Deferred tax (benefit) expense:Federal


(57,386
)


(1,335
)


6,565State


(9,845
)


(267
)


(20,581
)(67,231
)


(1,602
)


(14,016
)Total income tax expense (benefit)

$
(44,200
)


9,030



(7,477
)  87




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    Year Ended June 30,2009


2008


2007(In thousands)Expected federal income tax expense

$
(38,191
)


8,770



5,177State tax, net


(6,330
)


224



(12,486
)Bank owned life insurance


(1,005
)


(1,391
)


(1,293
)Change in valuation allowance for federal deferred tax assets


407



281



1,075Dividend received deduction










(339
)ESOP fair market value adjustment


81



211



229Non-deductible compensation


742



455



Other


96



480



160Total income tax expense (benefit)

$
(44,200
)


9,030



(7,477
)     June 30,2009


2008(In thousands)Deferred tax asset:Employee benefits

$
15,533



11,621Deferred compensation


1,034



1,506State net operating loss (NOL) carryforwards


5,761



9,882Intangible assets


302



830Allowance for loan losses


11,670



5,482Premises and equipment, differences in depreciation






131Net unrealized loss on securities


16,171



2,323Net other than temporary impairment loss on securities


49,442



New Jersey alternative minimum assessment


2,402



2,402Capital losses on securities


2,533



2,053Contribution to charitable foundation


4,708



6,887ESOP


1,021



646Allowance for delinquent interest


3,712



353Federal NOL carryforwards


4,391



Fair value adjustments related to acquisition


2,903



Other


1,934



1,173Gross deferred tax asset


123,517



45,289Valuation allowance


(4,734
)


(4,268
)118,783



41,021Deferred tax liability:Discount accretion


322



319Premises and equipment, differences in depreciation


6



Gross deferred tax liability


328



319Net deferred tax asset

$
118,455



40,702  88




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
              (13)
    Benefit
    Plans  Defined
    Benefit Pension Plan
    SERP,
    Directors Plan and Other Postretirement Benefits
    Plan
  and/or
 89




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
          SERP andDirectors Plan


Other BenefitsJune 30,


June 30,2009


2008


2009


2008(In thousands)Change in benefit obligation:Benefit obligation at beginning of year

$
15,862


$
16,531


$
710


$
9,148Service cost


543



456







45Interest cost


1,054



958



46



243Actuarial loss (gain)


1,000



1,065



92



(4,532
)Benefits paid


(1,152
)


(3,148
)


(99
)


(4,194
)Benefit obligation at end of year

$
17,307


$
15,862


$
749


$
710Funded status

$
(17,307
)

$
(15,862
)

$
(749
)

$
(710
)     SERP and Directors Plan


Other BenefitsJune 30,


June 30,2009


2008


2009


2008(In thousands)Prior service cost

$
585


$
683


$



$
Net obligation










176



209Net actuarial loss (gain)


3,559



2,697



(64
)


(157
)Total amounts recognized in accumulated other comprehensive loss

$
4,144


$
3,380


$
112


$
52  90




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
      SERP and Directors Plan


Other Benefits2009


2008


2009


2008Discount rate


6.18
%


6.75
%


5.75
%


6.25
%Rate of compensation increase


3.56



3.64







     SERP and Directors Plan


Other BenefitsYears Ended June 30,


Years Ended June 30,2009


2008


2007


2009


2008


2007(In thousands)Service cost

$
543


$
456


$
1,184


$



$
45


$
159Interest cost


1,054



958



898



46



243



539Amortization of:Prior service cost


97



98



19











Transition obligation














33



75



200Net loss (gain)


138



114



150



(1
)


(9
)


Total net periodic benefit cost

$
1,832


$
1,626


$
2,251


$
78


$
354


$
898     Years Ended June 30,


Years Ended June 30,2009


2008


2007


2009


2008


2007Discount rate


6.75
%


6.25
%


6.25
%


6.25
%


6.25
%


6.25Rate of compensation increase


3.64



5.05



6.82











     1% Increase


1% Decrease(In thousands)Effect on:Total service and interest cost

$
2


$
(2
)Postretirement benefit obligations


(42
)


39  91




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    SERP andDirectors Plan


Other Benefits(In thousands)2010

$
1,491


$
1112011


1,447



992012


1,460



1102013


1,439



1022014


1,401



932015 through 2018


6,308



273   Summit
    Federal Benefit Plans
    401(k)
    Plan
    Employee
    Stock Ownership Plan
       92




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    Equity
    Incentive Plan
        7-year
     93




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    WeightedNumber of


AverageShares


Grant DateAwarded


Fair ValueNon-vested at June 30, 2008


1,470,312


$
15.08Granted


125,000



13.69Vested


(465,249
)


15.08Forfeited






Non-vested at June 30, 2009


1,130,063


$
14.92       WeightedWeighted


AverageNumber of


Average


Remaining


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Life


ValueOutstanding at June 30, 2008


4,779,252


$
15.12Granted


365,000



13.69Exercised






Forfeited


(7,500
)


15.35Outstanding at June 30, 2009


5,136,752


$
15.02



7.6 years


$
Exercisable at June 30, 2009


2,099,603


$
15.16



7.5 years


$
     2009


2008Expected dividend yield


0.91
%


0.91
%Expected volatility


27.59
%


21.59
%Risk-free interest rate


2.60
%


3.04
%Expected option life


6.5 years



6.5 years     (14)
    Commitments
    and Contingencies   94




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  cost-of-living
  Year Ending June 30,

Amount(In thousands)2010


4,7892011


4,7232012


4,4172013


3,6482014


3,316Thereafter


19,586$
40,479   (15)
    Fair
    Value Measurements      available-for-sale held-to-maturity lower-of-cost-or-market
    
    Level 1  Valuation is based upon quoted prices
    for identical instruments traded in active markets.
    Level 2  Valuation is based upon quoted prices
    for similar instruments in active markets, quoted prices for
    identical or similar instruments in markets that are not active
    and model-based valuation techniques for which all significant
    assumptions are observable in the market. 95




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   
    Level 3  Valuation is generated from model-based
    techniques that use significant assumptions not observable in
    the market. These unobservable assumptions reflect our own
    estimates of assumptions that market participants would use in
    pricing the asset or liability. Valuation techniques include the
    use of option pricing models, discounted cash flow models and
    similar techniques. The results cannot be determined with
    precision and may not be realized in an actual sale or immediate
    settlement of the asset or liability.      Securities
    available-for-sale
  available-for-sale available-for-sale available-for-sale
    Carrying Value at June 30, 2009Total


Level 1


Level 2


Level 3(In thousands)Securities available for sale:Mortgage-backed securities

$
323,339







323,339



Government-sponsored enterprises

$
30,079







30,079



Equity securities


1,598







1,598



$
355,016







355,016



     Securities
    held-to-maturity
  held-to-maturity
 96




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  held-to-maturity other-than-temporary. other-than-temporarily other-than-temporary
  Mortgage
    Servicing Rights, net
    Loans
    Receivable
      Carrying Value at June 30, 2009Total


Level 1


Level 2


Level 3(In thousands)Securities
    held-to-maturity

$
20,727







20,727



MSR, net


4,533











4,533Impaired loans


63,529











63,529$
88,789







20,727



68,062   (16)
    Fair
    Value of Financial Instruments  Disclosures about Fair Value of
    Financial Instruments,
 97




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  Cash
    and Cash Equivalents
    Securities
    FHLB
    Stock
  and/or
  Loans
      Deposit
    Liabilities
    Borrowings
    Commitments
    to Extend Credit
   98




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
    June 30,2009


2008Carrying





CarryingAmount


Fair Value


Amount


Fair Value(In thousands)Financial assets:Cash and cash equivalents

$
317,757


$
317,757


$
22,823


$
22,823Securities
    available-for-sale


355,016



355,016



203,032



203,032Securities
    held-to-maturity


846,043



861,302



1,255,054



1,198,053Stock in FHLB


72,053



72,053



60,935



60,935Loans


6,204,860



6,351,544



4,679,964



4,640,276Financial liabilities:Deposits


5,505,747



5,547,871



3,970,275



3,977,634Borrowed funds


1,730,555



1,799,840



1,563,583



1,580,064   Limitations
      (17)
    Regulatory
    Capital     99




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
        Minimum RequirementsTo be WellCapitalizedUnder PromptFor Capital


CorrectiveActual


Adequacy Purposes


Action ProvisionsAmount


Ratio


Amount


Ratio


Amount


Ratio(Dollars in thousands)As of June 30, 2009:Total capital (to risk-weighted assets)

$
776,505



16.9
%

$
368,096



8.0
%

$
460,121



10.0
%Tier I capital (to risk-weighted assets)


729,897



15.9



184,048



4.0



276,072



6.0Tier I capital (to average assets)


729,897



9.5



306,832



4.0



383,539



5.0    100




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (18)
    Parent
    Company Only Financial Statements    Balance
    Sheets
  June 30,2009


2008(In thousands)Assets:Cash and due from bank

$
18,589



58,397Securities
    available-for-sale,
    at estimated fair value


1,598



1,238Investment in subsidiary


729,009



722,137ESOP loan receivable


38,659



39,159Other assets


31,998



8,407Total Assets

$
819,853



829,338Liabilities and Stockholders Equity:Total liabilities

$
570



800Total stockholders equity


819,283



828,538Total Liabilities and Stockholders Equity

$
819,853



829,338   Statements
    of Operations
  Year Ended June 30,2009


2008


2007(In thousands)Income:Interest on ESOP loan receivable

$
2,077



3,055



3,082Interest on deposit with subsidiary










2,929Income (loss) on securities transactions


6



(21
)


2,083



3,034



6,011Expenses:Other expenses


954



827



798954



827



798Income before income tax expense


1,129



2,207



5,213Income tax expense


452



893



1,168Income before undistributed earnings of subsidiary


677



1,314



4,045Equity in undistributed (losses) earnings of subsidiary


(65,595
)


14,715



18,221Net (loss) income

$
(64,918
)


16,029



22,266  101




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  Statements
    of Cash Flows
  Year Ended June 30,2009


2008


2007(In thousands)Cash flows from operating activities:Net (loss) income

$
(64,918
)


16,029



22,266Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:Equity in undistributed losses (earnings) of subsidiary


65,595



(14,715
)


(18,221
)(Gain) loss on securities transactions


(6
)


21



(Increase) decrease in other assets


(23,592
)


938



(7,494
)(Decrease) increase in other liabilities


(230
)


(8,320
)


8,753Net cash (used in) provided by operating activities


(23,151
)


(6,047
)


5,304Cash flows from investing activities:Net outlay for business acquisition


(37,840
)






Purchase of investments
    available-for-sale


(200
)


(1,400
)


Principal collected on ESOP loan


499



399



441Net cash (used in) provided by investing activities


(37,541
)


(1,001
)


441Cash flows from financing activities:Proceeds from subsidiary capital distributions


19,361







Proceeds from sale of treasury stock to subsidiary


5,631



4,726



Purchase of treasury stock


(4,108
)


(60,124
)


(96,706
)Net cash provided by (used in) financing activities


20,884



(55,398
)


(96,706
)Net decrease in cash and due from bank


(39,808
)


(62,446
)


(90,961
)Cash and due from bank at beginning of year


58,397



120,843



211,804Cash and due from bank at end of year

$
18,589



58,397



120,843  102




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (19)
    Selected
    Quarterly Financial Data (Unaudited)    Fiscal 2009 Quarter EndedSeptember 30


December 31


March 31


June 30(In thousands, except per share data)Interest and dividend income

$
87,448



94,499



92,749



93,364Interest expense


48,708



51,591



51,591



50,034Net interest income


38,740



42,908



41,158



43,330Provision for loan losses


5,000



8,000



8,000



8,025Net interest income after provision for loan losses


33,740



34,908



33,158



35,305Non-interest income (loss)


(2,232
)


(152,026
)


3,417



2,411Non-interest expenses


22,361



22,820



24,455



28,163Income before income tax expense


9,147



(139,938
)


12,120



9,553Income tax expense (benefit)


3,656



(56,979
)


5,042



4,081Net income (loss)

$
5,491



(82,959
)


7,078



5,472Basic and diluted earnings per common share

$
0.05



(0.80
)


0.07



0.05   Fiscal 2008 Quarter EndedSeptember 30


December 31


March 31


June 30(In thousands, except per share data)Interest and dividend income

$
76,120



79,071



78,160



79,456Interest expense


53,856



54,482



51,282



48,075Net interest income


22,264



24,589



26,878



31,381Provision for loan losses


199



1,750



997



3,700Net interest income after provision for loan losses


22,065



22,839



25,881



27,681Non-interest income


1,662



2,158



2,135



1,418Non-interest expenses


20,163



19,302



20,634



20,681Income before income tax expense


3,564



5,695



7,382



8,418Income tax expense


1,132



2,112



2,847



2,939Net income

$
2,432



3,583



4,535



5,479Basic and diluted earnings per common share

$
0.02



0.03



0.04



0.05  103




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##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
   (20)
    Earnings
    Per Share    For the Years Ended June 30,2009


2008


2007Per








Per








PerShare








Share








ShareLoss


Shares


Amount


Income


Shares


Amount


Income


Shares


Amount(In thousands, except per share data)Net (loss) income

$
(64,917
)









$
16,029










$
22,266Basic (loss) earnings per share:(Loss) income available to common stockholders

$
(64,917
)


104,530,402


$
(0.62
)

$
16,029



105,447,910


$
0.15


$
22,266



111,730,234


$
0.20Effect of dilutive common stock equivalents(1)


















153,854











281,830Diluted (loss) earnings per share:(Loss) income available to common stockholders

$
(64,917
)


104,530,402


$
(0.62
)

$
16,029



105,601,764


$
0.15


$
22,266



112,012,064


$
0.20     (1)
    
    During the years ended June 30, 2009, 2008 and 2007,
    options to purchase shares of unvested restricted stock of
    81,240, 68,971 and 18,378, respectively, were outstanding,
    however were not included in the computation of diluted EPS
    because their inclusion would be anti-dilutive.  (21)
    Recent
    Accounting Pronouncements  FAS 157-4, FAS 157-4 FAS 157-4, FAS 157-4 FSP No. 157-4
  FAS 115-2 FAS 124-2, Other-Than-Temporary FAS 115-2 FAS 124-2 other-than-temporary FAS 115-2 FAS 124-2 other-than-temporary FAS 115-2 FAS 124-2
 104




---



##### Table of Contents



INVESTORS
    BANCORP, INC. AND SUBSIDIARY
  Notes to
    Consolidated Financial Statements
 Years Ended
    June 30, 2009, 2008 and 2007
  FSP No. 115-2
  FAS 107-1 28-1,
  No. 08-3, No. 08-3 No. 08-3 No. 08-3
  No. 157-2, No. 157-2 157-2
    Noncontrolling Interests in Consolidated Financial
    Statements.
    EITF 03-6-1 EITF 03-6-1
 105




---



##### Table of Contents



Financial Statement Schedules
    Exhibits
  3.1

Certificate of Incorporation of Investors Bancorp, Inc.*3.2

Bylaws of Investors Bancorp, Inc.*4

Form of Common Stock Certificate of Investors Bancorp, Inc.*10.1

Form of Employment Agreement*10.2

Form of Change in Control Agreement*10.3

Investors Savings Bank Director Retirement Plan*10.4

Investors Savings Bank Supplemental ESOP and Retirement Plan*10.5

Investors Savings Bank Executive Supplemental Retirement Wage
    Replacement Plan*10.6

Investors Savings Bank Deferred Directors Fee Plan*10.7

Investors Bancorp, Inc. Deferred Directors Fee Plan*10.8

Executive Officer Annual Incentive Plan**10.9

Agreement and Plan of Merger by and Between Investors Bancorp,
    Inc and American Bancorp of New Jersey, Inc.***14

Code of Ethics****21

Subsidiaries of Registrant*23.1

Consent of Independent Registered Public Accounting Firm31.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002    *
    
    Incorporated by reference to the Registration Statement on
    Form S-1
    of Investors Bancorp, Inc.
    (file no. 333-125703),
    originally filed with the Securities and Exchange Commission on
    June 10, 2005.**
    
    Incorporated by reference to Appendix A of the
    Companys definitive proxy statement filed with the
    Securities and Exchange Commission on September 26, 2008.***
    
    Incorporated by reference to
    Form 8-Ks
    originally filed with the Securities and Exchange Commission on
    December 15, 2008 and March 18, 2009.****
    
    Available on our website www.isbnj.com 106




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##### Table of Contents



SIGNATURES    INVESTORS BANCORP, INC.Date: August 26, 2009

By:

/s/  Kevin
    CummingsKevin Cummings
    Chief Executive Officer and President
    (Principal Executive Officer)
    (Duly Authorized Representative)     Signatures

Title

Date/s/  Kevin
    CummingsKevin
    Cummings

Chief Executive Officer and President (Principal Executive
    Officer)

August 26, 2009/s/  Thomas
    F. Splaine, Jr.Thomas
    F. Splaine, Jr.

Senior Vice President and 
    Chief Financial Officer 
    (Principal Financial and Accounting Officer)

August 26, 2009/s/  Doreen
    R. ByrnesDoreen
    R. Byrnes

Director

August 26, 2009/s/  Robert
    M. CashillRobert
    M. Cashill

Director

August 26, 2009/s/  Brian
    D. DittenhaferBrian
    D. Dittenhafer

Director

August 26, 2009/s/  Patrick
    J. GrantPatrick
    J. Grant

Director, Chairman

August 26, 2009/s/  John
    A. KirkpatrickJohn
    A. Kirkpatrick

Director

August 26, 2009/s/  Vincent
    D. Manahan, IIIVincent
    D. Manahan, III

Director

August 26, 2009/s/  Richard
    PetroskiRichard
    Petroski

Director

August 26, 2009/s/  Joseph
    H. Shepard IIIJoseph
    H. Shepard III

Director

August 26, 2009/s/  Rose
    SiglerRose
    Sigler

Director

August 26, 2009/s/  Stephen
    J. SzabatinStephen
    J. Szabatin

Director

August 26, 2009/s/  James
    H. Ward IIIJames
    H. Ward III

Director

August 26, 2009  107