EXECUTION
      VERSION

    


    


    


    


    


    


    


    


    


    


    


    AGREEMENT
      AND PLAN OF MERGER

    


    


    By
      and Among

    


    INVESTORS
      SAVINGS BANK,

    


    INVESTORS
      BANCORP, INC.,

    


    INVESTORS
      BANCORP, MHC

    


    And

    


    SUMMIT
      FEDERAL SAVINGS BANK,

    


    SUMMIT
      FEDERAL BANKSHARES, INC.,

    


    SUMMIT
      FEDERAL BANKSHARES, MHC

    


    


    Dated
      as of August 3, 2007


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    TABLE
      OF CONTENTS

    


    


    ARTICLE
      I

    CERTAIN
      DEFINITIONS

    


    
      	
              ARTICLE
                I

            	
              2

            
	 	
              Section
                1.01 Definitions

            	
              2

            
	 	 
	
              ARTICLE
                II

            	
              7

            
	 	
              Section
                2.01 Effects of Merger; Surviving Institutions.

            	
              7

            
	 	
              Section
                2.02 Effect on Outstanding Shares of Investors Bancorp Common
                Stock.

            	
              8

            
	 	
              Section
                2.03 Additional Director.

            	
              8

            
	 	 
	
              ARTICLE
                III

            	
              8

            
	 	
              Section
                3.01 Organization

            	
              9

            
	 	
              Section
                3.02 Capitalization

            	
              10

            
	 	
              Section
                3.03 Authority; No Violation

            	
              10

            
	 	
              Section
                3.04 Consents

            	
              11

            
	 	
              Section
                3.05 Summit Regulatory Reports and Financial Statements

            	
              11

            
	 	
              Section
                3.06 Taxes

            	
              12

            
	 	
              Section
                3.07 No Material Adverse Effect

            	
              12

            
	 	
              Section
                3.08 Contracts

            	
              12

            
	 	
              Section
                3.09 Ownership of Property; Insurance Coverage.

            	
              14

            
	 	
              Section
                3.10 Legal Proceedings.

            	
              15

            
	 	
              Section
                3.11 Compliance With Applicable Law

            	
              15

            
	 	
              Section
                3.12 ERISA.

            	
              16

            
	 	
              Section
                3.13 Brokers, Finders and Financial Advisors

            	
              18

            
	 	
              Section
                3.14 Environmental Matters

            	
              18

            
	 	
              Section
                3.15 Loan Portfolio.

            	
              19

            
	 	
              Section
                3.16 [Intentionally left blank]

            	
              20

            
	 	
              Section
                3.17 Related Party Transactions

            	
              20

            
	 	
              Section
                3.18 Deposits

            	
              20

            
	 	
              Section
                3.19 Derivative Transactions

            	
              20

            
	 	 
	
              ARTICLE
                IV

            	
              21

            
	 	
              Section
                4.01 Organization

            	
              21

            
	 	
              Section
                4.02 Capitalization

            	
              22

            
	 	
              Section
                4.03 Authority; No Violation

            	
              22

            
	 	
              Section
                4.04 Consents

            	
              23

            
	 	
              Section
                4.05 Investors Financial Statements

            	
              23

            
	 	
              Section
                4.06 Material Adverse Effect

            	
              24

            
	 	
              Section
                4.07 Legal Proceedings

            	
              24

            
	 	
              Section
                4.08 Compliance With Applicable Law

            	
              24

            
	 	
              Section
                4.09 Investors Benefit Plans

            	
              25

            
	 	
              Section
                4.10 Securities Documents

            	
              26

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	
              Section
                4.11 Environmental Matters

            	
              26

            
	 	
              Section
                4.12 Loan Portfolio

            	
              27

            
	 	 
	
              ARTICLE
                V

            	
              27

            
	 	 
	
              COVENANTS
                OF THE PARTIES

            	
              27

            
	 	
              Section
                5.01 Conduct of the Business of Summit

            	
              27

            
	 	
              Section
                5.02 Access; Confidentiality

            	
              30

            
	 	
              Section
                5.03 Regulatory Matters and Consents

            	
              31

            
	 	
              Section
                5.04 Taking of Necessary Action

            	
              32

            
	 	
              Section
                5.05 Certain Agreements

            	
              32

            
	 	
              Section
                5.06 Duty to Advise; Duty to Update the Summit Disclosure
                Schedules

            	
              33

            
	 	
              Section
                5.07 Conduct of Investors’ Business

            	
              34

            
	 	
              Section
                5.08 Board and Committee Minutes

            	
              34

            
	 	
              Section
                5.09 Undertakings by the Parties

            	
              34

            
	 	
              Section
                5.10 Employee and Termination Benefits; Directors and
                Management

            	
              36

            
	 	
              Section
                5.11 Duty to Advise; Duty to Update the Investors Disclosure
                Schedules

            	
              39

            
	 	
              Section
                5.12 Summit Savings Branches.

            	
              39

            
	 	 
	
              ARTICLE
                VI

            	
              40

            
	 	 
	
              CONDITIONS

            	
              40

            
	 	
              Section
                6.01 Conditions to the Obligations of Both Parties Under this
                Agreement

            	
              40

            
	 	
              Section
                6.02 Conditions to the Obligations of Summit Under this
                Agreement

            	
              40

            
	 	
              Section
                6.03 Conditions to the Obligations of Investors Under this
                Agreement

            	
              41

            
	 	 
	
              ARTICLE
                VII

            	
              42

            
	 	
              Section
                7.01 Termination

            	
              42

            
	 	
              Section
                7.02 Effect of Termination

            	
              43

            
	 	
              Section
                8.01 Expenses

            	
              43

            
	 	
              Section
                8.02 Non-Survival of Representations and Warranties

            	
              43

            
	 	
              Section
                8.03 Amendment, Extension and Waiver

            	
              43

            
	 	
              Section
                8.04 Entire Agreement; No Third Party Beneficiaries

            	
              44

            
	 	
              Section
                8.05 No Assignment

            	
              44

            
	 	
              Section
                8.06 Notices

            	
              44

            
	 	
              Section
                8.07 Captions

            	
              45

            
	 	
              Section
                8.08 Counterparts

            	
              45

            
	 	
              Section
                8.09 Severability

            	
              45

            
	 	
              Section
                8.10 Governing Law

            	
              45

            
	 	
              Section
                8.11 Specific Performance

            	
              46

            
	 	
              Section
                8.11 Interpretation

            	
              46

            


    

    


    
      	Exhibit
              A	
              Form
                of Merger Agreement Relating to the Bank
                Merger

            


    

    
      	
              Exhibit
                B

            	
              Form
                of Merger Agreement Relating to the MHC
                Merger

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    AGREEMENT
      AND PLAN OF MERGER

    


    THIS
      AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 3, 2007, is
      by and between (i) Investors Savings Bank, a New Jersey savings bank (“Investors
      Bank”), Investors Bancorp, Inc., a Delaware corporation (“Investors Bancorp”),
      Investors Bancorp, MHC, a New Jersey mutual holding company (“Investors MHC”),
      and (ii) Summit Federal Savings Bank, a Federal savings bank (“Summit Savings”),
      Summit Federal Bankshares, Inc., a Federal corporation (“Summit Bankshares”),
      and Summit Federal Bankshares, MHC, a Federal mutual holding company (“Summit
      MHC”). Each of Investors Bank, Investors Bancorp, Investors MHC, Summit Savings,
      Summit Bankshares and Summit MHC is sometimes individually referred to herein
      as
      a “party,” and Investors Bank, Investors Bancorp, Investors MHC, Summit Savings,
      Summit Bankshares and Summit MHC are collectively sometimes referred to as
      the
“parties.”

     

    RECITALS

    


    1. Investors
      MHC owns a majority of the issued and outstanding capital stock of Investors
      Bancorp, which owns all of the issued outstanding capital stock of Investors
      Bank. Each of Investors Bank, Investors Bancorp and Investors MHC has its
      principal offices located in Short Hills, New Jersey.

     

    2. Summit
      MHC owns all of the issued and outstanding capital stock of Summit Bankshares,
      which owns all of the issued and outstanding capital stock of Summit Savings.
      Each of Summit Savings, Summit Bankshares and Summit MHC has its principal
      offices located in Summit, New Jersey.

     

    3. The
      Board
      of Directors of each party deems it advisable and in its best interests,
      including with respect to Investors, the depositors of Investors Bank and the
      stockholders of Investors Bancorp, and with respect to Summit Savings, the
      members of Summit MHC, for Summit MHC to merge with and into Investors MHC
      with
      Investors MHC as the surviving entity, for Summit Bankshares to merge with
      and
      into Investors Bancorp (or a wholly-owned subsidiary of Investors Bancorp),
      with
      Investors Bancorp as the surviving entity, and for Summit Savings to merge
      with
      and into Investors Bank with Investors Bank as the surviving entity, all
      pursuant to the terms, conditions and procedures set forth in this
      Agreement.

     

    4. The
      parties desire to provide for certain undertakings, conditions, representations,
      warranties and covenants in connection with the transactions contemplated by
      this Agreement; and

     

    5. In
      consideration of the premises and of the mutual representations, warranties
      and
      covenants herein contained and intending to be legally bound hereby, the parties
      hereby agree as follows:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ARTICLE
      I

    CERTAIN
      DEFINITIONS

    


     

    Section
      1.01 Definitions

     

    Except
      as
      otherwise provided herein, as used in this Agreement, the following terms shall
      have the indicated meanings (such meanings to be equally applicable to both
      the
      singular and plural forms of the terms defined):

     

    “Affiliate”
      means, with respect to any Person, any Person who directly, or indirectly,
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with such Person and, without limiting the generality of the
      foregoing, includes any executive officer or director of such Person and any
      Affiliate of such executive officer or director.

     

    “Agreement”
      means this agreement, and any amendment or supplement hereto, which constitutes
      a “plan of merger” between the Investors Parties and the Summit Parties.


     

    “Applications”
      means the applications to be filed with the appropriate Regulatory Authorities
      requesting approval or nonobjection of the transactions described in this
      Agreement. 

     

    “Banking
      Act” means the New Jersey Banking Act of 1948, as amended.

     

    “Bank
      Merger” means the merger of Summit Savings with and into Investors Bank with
      Investors Bank as the surviving entity. The Bank Merger shall follow the MHC
      Merger and the Mid-Tier Merger.

     

    “Bank
      Merger Effective Date” means the date as of which the OTS endorses the articles
      of combination as to the Bank Merger, or such other date specified in the
      endorsement of the articles of combination by the OTS, or if as of the Bank
      Merger Effective Date Investors Bank is a New Jersey chartered savings bank,
      the
      date that the Certificate evidencing stockholder approval of the Bank Merger
      is
      filed with the Department.

    


    “Board
      of
      Directors” means the Board of Directors of Summit MHC, Summit Bankshares, Summit
      Savings, Investors Bancorp, Investors Bank or Investors MHC, as
      applicable.

     

    “Closing
      Date” means the date determined by Investors, in consultation with and upon no
      less than five (5) days prior written notice to Summit Bankshares, but in no
      event later than fifteen (15) business days after the last condition precedent
      pursuant to this Agreement has been fulfilled or waived (including the
      expiration of any applicable waiting period), or such other date as to which
      the
      parties shall mutually agree. 

     

    “Commissioner”
      means the Commissioner of Banking and Insurance of the State of New Jersey,
      and
      includes the Department as appropriate.

     

    “Department”
      means the New Jersey Department of Banking and Insurance.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


     

    “DGCL”
      means the Delaware General Corporation Law.

     

    “Environmental
      Law” means any Federal or state law, statute, rule, regulation, code, judgment,
      common law or agreement with any Federal or state governmental authority, and
      any decree, injunction or order entered with or by any governmental authority
      that is binding upon Summit relating to (i) the protection, preservation or
      restoration of the environment (including air, surface water, groundwater,
      drinking water supply, surface land, subsurface land, plant and animal life
      or
      any other natural resource), (ii) human health or safety, or (iii) exposure
      to,
      or the use, storage, recycling, treatment, generation, transportation,
      processing, handling, labeling, production, release or disposal of, Hazardous
      Material, in each case as amended and now in effect. 

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended.


     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated from time to time thereunder. 

     

    “FDIA”
      means the Federal Deposit Insurance Act, as amended.

     

    “FDIC”
      means the Federal Deposit Insurance Corporation. 

     

    “FHLB”
      means the Federal Home Loan Bank. 

     

    “GAAP”
      means generally accepted accounting principles as in effect at the relevant
      date
      and consistently applied. 

     

    “Hazardous
      Material” means any substance (whether solid, liquid or gas) that is detrimental
      to human health or safety or to the environment and currently listed, defined,
      designated or classified as hazardous, toxic, radioactive or dangerous, or
      otherwise regulated, under any Environmental Law, whether by type or by
      quantity, including any material containing any such substance as a component.
      Hazardous Material includes, without limitation, any toxic waste, pollutant,
      contaminant, hazardous substance, toxic substance, hazardous waste, special
      waste, industrial substance, oil or petroleum, or any derivative or by-product
      thereof, radon, radioactive material, friable asbestos-containing material,
      urea
      formaldehyde foam insulation, lead and polychlorinated biphenyl.

     

    “HOLA”
      the Home Owners’ Loan Act. 

     

    “Investors”
      means the Investors Parties and/or any direct or indirect Subsidiary of such
      entities. 

     

    “Investors
      Bank” means Investors Savings Bank, a New Jersey chartered, stock savings bank,
      having its principal place of business located at 101 JFK Parkway, Short Hills,
      New Jersey, and as appropriate shall include Investors Savings Bank as a federal
      savings bank if Investors Bank converts to a federal savings bank
      charter.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


     

    “Investors
      Bancorp” means Investors Bancorp, Inc., a Delaware corporation having its
      principal place of business located at 101 JFK Parkway, Short Hills, New
      Jersey.

     

    “Investors
      MHC” means Investors Bancorp, MHC, a New Jersey chartered mutual holding company
      having its principal place of business located at 101 JFK Parkway, Short Hills,
      New Jersey, and as appropriate shall include Investors Bancorp, MHC as a
      federally chartered mutual holding company following either the conversion
      of
      Investors Savings to a federal savings bank or the election by Investors Savings
      under Section 10(l) of the HOLA to be treated as a savings association for
      purposes of holding company regulation. 

     

    “Investors
      Disclosure Schedules” means the Disclosure Schedules delivered by Investors to
      Summit pursuant to Article III of this Agreement. 

     

    “Investors
      Financials” means (i) the audited consolidated financial statements of Investors
      Bancorp as of June 30, 2006 and 2005 and for the three years ended June 30,
      2006, including the notes thereto, included in Securities Documents filed by
      Investors Bancorp, and (ii) the unaudited interim consolidated financial
      statements of Investors Bancorp as of each calendar quarter following June
      30,
      2006 included in Securities Documents filed by Investors Bancorp. 

     

    “Investors
      Parties” means Investors Bank, Investors Bancorp and Investors MHC.

     

    “Investors
      Subsidiary” means any corporation, 50% or more of the capital stock of which is
      owned, either directly or indirectly, by Investors Bancorp, and includes
      Investors Bank, except that it does not include any corporation the stock of
      which is held in the ordinary course of the lending activities of Investors
      Bank. 

     

    “IRC”
      means the Internal Revenue Code of 1986, as amended. 

     

    “IRS”
      means the Internal Revenue Service.

     

    “Knowledge”
      as used with respect to a Party (including references to such Party being aware
      of a particular matter) means those facts that are known or should have been
      known by the executive officers and directors of such Party, and includes any
      facts, matters or circumstances set forth in any written notice from any Bank
      Regulator or any other material written notice received by that
      Party.

     

    “Material
      Adverse Effect” shall mean, with respect to Investors or Summit, any adverse
      effect on its assets, financial condition or results of operations which is
      material to its assets, financial condition or results of operations on a
      consolidated basis, except for any material adverse effect caused by (i) any
      change in the value of the assets resulting from a change in interest rates
      generally, (ii) any individual or combination of changes occurring after the
      date hereof in any Federal or state law, rule or regulation or in GAAP, which
      change(s) affect(s) financial institutions and/or their holding companies
      generally, or (iii) expenses incurred in connection with this Agreement and
      the
      transactions contemplated hereby.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


     

    “Member
      Proxy Statement” means the proxy statement, if any, together with any
      supplements thereto, transmitted by Summit Savings and/or Summit MHC to the
      members of Summit MHC in connection with any membership vote that may be
      required by the OTS with respect to the transactions contemplated by this
      Agreement.

     

    “Mergers”
      shall mean collectively the Bank Merger, the MHC Merger and the Mid-Tier Merger,
      and any other mergers by interim corporate entities necessary to effectuate
      the
      transactions contemplated by this Agreement. 

     

    “MHC
      Merger” means the merger of Summit MHC with and into Investors MHC, with
      Investors MHC as the surviving entity. 

     

    “Mid-Tier
      Merger” means the merger of Summit Bankshares with and into Investors Bancorp
      (or a wholly-owned subsidiary of Investors Bancorp) with Investors Bancorp
      as
      the surviving entity, which shall follow the MHC Merger.

     

    “Mid-Tier
      Merger Effective Time” shall mean the date and time upon which the certificate
      of merger is filed with the Delaware Officer of the Secretary of State, or
      as
      otherwise stated in the certificate of merger, in accordance with the
      DGCL.

     

    “OTS”
      means the Office of Thrift Supervision.

     

    “Participation
      Facility” shall have the meaning given to such term in Section 3.14(b) of this
      Agreement. 

     

    “Person”
      means any individual, corporation, partnership, joint venture, association,
      trust or “group” (as that term is defined under the Exchange Act). 

     

    “Regulatory
      Agreement” has the meaning given to that term in Section 3.11(b) of this
      Agreement. 

     

    “Regulatory
      Authority” or “Regulatory Authorities” means any agency or department of any
      Federal or state government having supervisory jurisdiction over the parties
      and
      the transactions contemplated by this Agreement, including without limitation
      the OTS and its staff, and unless Investors Bank converts to an OTS chartered
      institution on or before the Merger Effective Date, shall include the FDIC
      and
      the Commissioner. 

     

    “Right”
      means any warrant, option, right, convertible security or other capital stock
      equivalent that obligates an entity to issue its securities. 

     

    “SEC”
      means the Securities and Exchange Commission. 

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      promulgated from time to time thereunder. 

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


     

    “Securities
      Documents” means all registration statements, schedules, statements, forms,
      reports, proxy material, and other documents required to be filed under the
      Securities Laws. 

     

    “Securities
      Laws” means the Securities Act and the Exchange Act and the rules and
      regulations promulgated from time to time thereunder.

     

    “Subsidiary”
      means any corporation, 50% or more of the capital stock of which is owned,
      either directly or indirectly, by another entity, except any corporation the
      stock of which is held as security by either Investors Bank or Summit Savings,
      as the case may be, in the ordinary course of their lending activities.


     

    “Summit”
      means the Summit Parties and/or any direct or indirect Subsidiary of such
      entities. 

     

    “Summit
      Bankshares” means Summit Federal Bankshares, Inc., a Federal corporation having
      its principal place of business located at 393 Springfield Avenue, Summit,
      New
      Jersey 07901. 

     

    “Summit
      Bankshares Common Stock” means the common stock of Summit Bankshares described
      in Section 3.02(a). 

     

    “Summit
      Disclosure Schedules” means the Disclosure Schedules delivered by Summit to
      Investors pursuant to Article III of this Agreement. 

     

    “Summit
      Employee Plan” has the meaning given to that term in Section 3.12 of this
      Agreement. 

     

    “Summit
      Financials” means (i) the audited consolidated financial statements of Summit
      Bankshares as of December 31, 2006 and 2005 and for the three years ended
      December 31, 2006, including the notes thereto, and (ii) the unaudited interim
      consolidated financial statements of Summit Bankshares as of each calendar
      quarter following December 31, 2006. 

     

    “Summit
      MHC” means Summit Federal Bankshares, MHC, a Federal mutual holding company
      having its principal place of business located at 393 Springfield Avenue,
      Summit, New Jersey 07901. 

     

    “Summit
      Parties” means Summit Savings, Summit Bankshares and Summit MHC. 

     

    “Summit
      Regulatory Reports” means the Thrift Financial Reports of Summit Savings and
      accompanying schedules, as filed with the OTS, for each calendar quarter
      beginning with the quarter ended December 31, 2006, through the Closing Date,
      and all Annual, Quarterly and Current Reports filed on Form H- (b) 11 with
      the
      OTS by Summit Bankshares and Summit MHC from December 31, 2006 through the
      Closing Date.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    


    


    “Summit
      Savings” means Summit Federal Savings Bank, a federally chartered savings bank
      having its principal place of business located at 393 Springfield Avenue,
      Summit, New Jersey 07901. 

     

    “Summit
      Subsidiary” means any corporation, 50% or more of the capital stock of which is
      owned, either directly or indirectly, by Summit Bankshares, and includes Summit
      Savings, except that it does not include any corporation the stock of which
      is
      held in the ordinary course of the lending activities of Summit
      Savings.

     

    


    ARTICLE
      II

    THE
      MERGER AND RELATED MATTERS

    


    Section
      2.01 Effects of Merger; Surviving Institutions.

     

    The
      Mergers will be effected as follows:

     

    (a) The
      Bank Merger.
      Summit
      Savings shall merge with and into Investors Bank with Investors Bank as the
      surviving entity pursuant to the merger agreement substantially in the form
      of
      Exhibit A hereto. The separate existence of Summit Savings shall cease, and
      all
      of the property (real, personal and mixed), rights, powers and duties and
      obligations of Summit Savings shall be transferred to and assumed by Investors
      Bank as the surviving entity in the Bank Merger, without further act or deed,
      all in accordance with the HOLA, and regulations of the OTS, and if applicable
      the Banking Act. As a result of the Bank Merger, each holder of a deposit
      account in Summit Savings as of the Merger Effective Date shall have the same
      rights and privileges in Investors Bank as if the deposit account had been
      established at Investors Bank, and all deposit accounts established at Summit
      Savings prior to the Merger Effective Date shall confer on a depositor the
      same
      rights and privileges in Investors Bank as if such deposit account had been
      established at Investors Bank on the date established at Summit Savings,
      including without limitation for purposes of any subscription rights in any
      future conversion of Investors MHC to stock form.

     

    (b) The
      MHC Merger.
      Summit
      MHC shall merge with and into Investors MHC with Investors MHC as the surviving
      entity pursuant to the merger agreement substantially in the form of Exhibit
      B
      hereto. The separate existence of Summit MHC shall cease, and all of the
      property (real, personal and mixed), rights, powers and duties and obligations
      of Summit MHC shall be transferred to and assumed by Investors MHC as the
      surviving entity in the MHC Merger, without further act or deed, all in
      accordance with the HOLA, and regulations of the OTS. As a result of the MHC
      Merger, each holder of a deposit account in Summit Savings as of the Merger
      Effective Date shall have the same rights and privileges in Investors MHC as
      if
      such deposit account had been established at Investors Bank, and all deposit
      accounts established at Summit Savings prior to the Merger Effective Date shall
      confer on a depositor the same rights and privileges in Investors MHC as if
      such
      deposit account had been established at Investors Bank on the date established
      at Summit Savings, including without limitation for purposes of any subscription
      rights in any future conversion of Investors MHC to stock form. 

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    


     

    (c)
      The
      Mid-Tier Merger.
      Summit
      Bankshares shall merge with and into Investors Bancorp, or a to-be-formed,
      wholly owned subsidiary thereof, with Investors Bancorp (or its wholly-owned
      subsidiary) as the surviving entity pursuant to this Agreement. The separate
      existence of Summit Bankshares shall cease, and all of the property (real,
      personal and mixed), rights, powers and duties and obligations of Summit
      Bankshares shall be transferred to and assumed by Investors Bancorp (or its
      wholly-owned subsidiary) as the surviving entity in the Mid-Tier Merger, without
      further act or deed, all in accordance with the DGCL and/or the HOLA, and
      regulations of the OTS, as applicable. 

     

    (d)
      Modification
      of Structure.
      Notwithstanding any provision of this Agreement to the contrary, Investors
      Bancorp may, subject to the filing of all necessary applications and the receipt
      of all required regulatory approvals, modify the structure of the transactions
      described in this Section 2.01, and the parties shall enter into such
      alternative transactions, so long as (i) there are no adverse tax consequences
      to any of the stockholders of Summit Bankshares or member of Summit MHC as
      a
      result of such modification, and (ii) such modification will not materially
      delay or jeopardize receipt of any required regulatory approvals required under
      Section 6.01.

     

    Section
      2.02 Effect
      on Outstanding Shares of Investors Bancorp Common Stock.

     

    At
      and
      after the Mid-Tier Merger Effective Time, each share of Investors Bancorp Common
      Stock issued and outstanding immediately prior to the Effective Time shall
      remain an issued and outstanding share of common stock of Investors Bancorp
      and
      shall not be affected by the Merger, and each share of Investors Bank Common
      Stock issued and outstanding immediately prior to the Mid-Tier Effective Time
      shall remain an issued and outstanding share of Common Stock of Investors Bank
      and shall not be affected by the Merger.

     

    Section
      2.03 Additional Director.

     

    As
      of the
      Bank Merger Effective Date, Richard Petroski shall be appointed to the Board
      of
      Directors of Investors MHC, Investors Bancorp, and Investors Bank. Mr. Petroski
      will be eligible to participate in the benefit plans as set forth in Investors
      Disclosure Schedule 2.03. Following Mr. Petroski’s retirement from these Boards
      of Directors, William V. Cosgrove will be appointed to the Board of Directors
      of
      Investors MHC, Investors Bancorp and Investors Bank.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF
      SUMMIT

    


    Summit
      represents and warrants to Investors that the statements contained in this
      Article III are correct and complete as of the date of this Agreement and will
      be correct and complete as of the Closing Date (as though made then and as
      though the Closing Date were substituted for the date of this Agreement
      throughout this Article III), except as set forth in the Summit Disclosure
      Schedules delivered to Investors on the date hereof, and except as to any
      representation or warranty which relates to a specific date. Summit has made
      a
      good faith effort to ensure that the disclosure on each schedule of the Summit
      Disclosure Schedules corresponds to the section reference herein. However,
      for
      purposes of the Summit Disclosure Schedules, any item disclosed on any schedule
      therein is deemed to be fully disclosed with respect to all schedules under
      which such item may be relevant.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


    Section
      3.01 Organization

     

    (a) Summit
      MHC is a Federal mutual holding company organized, validly existing and in
      good
      standing under the laws of the United States, and is duly registered as a
      savings and loan holding company under the HOLA. Summit MHC has full power
      and
      authority to carry on its business as now conducted and is duly licensed or
      qualified to do business in the states of the United States and foreign
      jurisdictions where its ownership or leasing of property or the conduct of
      its
      business requires such qualification, except where the failure to be so licensed
      or qualified would not have a Material Adverse Effect on Summit. Summit MHC
      has
      no subsidiary other than Summit Bankshares and Summit Savings.

     

    (b) Summit
      Bankshares is a Federal corporation organized, validly existing and in good
      standing under the laws of the United States, and is duly registered as a
      savings and loan holding company under the HOLA. Summit Bankshares has the
      full
      corporate power and authority to own or lease all of its properties and assets
      and to carry on its business as it is now being conducted, and is duly licensed
      or qualified to do business and is in good standing in each jurisdiction in
      which the nature of the business conducted by it or the character or location
      of
      the properties and assets owned or leased by it makes such licensing or
      qualification necessary, except where the failure to be so licensed, qualified
      or in good standing would not have a Material Adverse Effect on Summit. Other
      than shares of capital stock in Summit Savings and its subsidiaries, as
      identified below (collectively, the “Summit Subsidiaries”), Summit Bankshares
      does not own or control, directly or indirectly, or have the right to acquire
      directly or indirectly, an equity interest in any corporation, company,
      association, partnership, joint venture or other entity.

     

    (c) Summit
      Savings is a Federal savings bank organized, validly existing and in good
      standing under the laws of the United States. Summit Savings is the only Summit
      Subsidiary. The deposits of Summit Savings are insured by the FDIC to the
      fullest extent permitted by law, and all premiums and assessments required
      to be
      paid in connection therewith have been paid when due by Summit
      Savings.

     

    (d) Summit
      Savings is a member in good standing of the FHLB of New York and owns the
      requisite amount of stock therein.

     

    (e) The
      respective minute books of Summit MHC, Summit Bankshares and Summit Savings
      accurately records, in all material respects, all material corporate actions
      of
      their respective stockholders and boards of directors (including committees)
      through the date of this Agreement. 

     

    (f) Prior
      to
      the date of this Agreement, Summit has made available to Investors true and
      correct copies of the charters and bylaws of Summit Savings, Summit Bankshares
      and Summit MHC.

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


     

    Section
      3.02 Capitalization

     

    (a)
       The
      authorized capital stock of Summit Bankshares consists of ten million
      (10,000,000) shares of common stock, $0.10 par value (“Summit Bankshares Common
      Stock”), and one million (1,000,000) shares of Preferred Stock, $0.10 par value
      (the “Summit Preferred Stock”). There are one hundred (100) shares of Summit
      Bankshares Common Stock outstanding, validly issued, fully paid and
      nonassessable and free of preemptive rights, all of which are held by Summit
      MHC. There are no shares of Summit Bankshares Preferred Stock issued and
      outstanding. There are no shares of Summit Bankshares Common Stock held by
      Summit Bankshares as treasury stock. Neither Summit Bankshares nor any Summit
      Subsidiary has or is bound by any Right of any character relating to the
      purchase, sale, issuance or voting of, or right to receive dividends or other
      distributions on, any shares of Summit Bankshares Common Stock, or any other
      security of Summit Bankshares or any Summit Subsidiary, or any securities
      representing the right to vote, purchase or otherwise receive any shares of
      Summit Bankshares Common Stock or any other security of Summit Bankshares.
      

     

    (b)
       Summit
      MHC owns all of the issued and outstanding shares of Summit Bankshares Common
      Stock, free and clear of any lien or encumbrance. Except for shares of Summit
      Bankshares Common Stock (and any equity interests that may be attributed to
      Summit MHC due to its ownership of Summit Bankshares Common Stock), Summit
      MHC
      does not possess, directly or indirectly, any equity interest in any
      corporation. 

     

    (c)
       The
      authorized capital stock of Summit Savings consists of ten million (10,000,000)
      shares of common stock, $0.10 par value, and one million (1,000,000) shares
      of
      Preferred Stock, $0.10 par value. There are one hundred (100) shares of Summit
      Savings common stock outstanding, all of which are validly issued, fully paid
      and nonassessable and free of preemptive rights, and all of which are owned
      by
      Summit Bankshares free and clear of any liens, encumbrances, charges,
      restrictions or rights of third parties of any kind whatsoever. 

     

    Section
      3.03 Authority; No Violation

     

    (a) Summit
      has full power and authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby. The execution and delivery
      of
      this Agreement by Summit and the completion by Summit of the transactions
      contemplated hereby have been duly and validly approved by the requisite vote
      of
      each Board of Directors of the Summit Parties, by Summit MHC as the sole
      stockholder of Summit Bankshares and by Summit Bankshares as the sole
      stockholder of Summit Savings, and, except for any required approval from the
      members of Summit MHC, no other proceedings on the part of the Summit Parties
      are necessary to complete the transactions contemplated hereby. This Agreement
      has been duly and validly executed and delivered by Summit and, subject, if
      required, to the approval of the members of Summit MHC and the receipt of the
      required approvals of the Regulatory Authorities, constitutes the valid and
      binding obligations of Summit, enforceable against Summit in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors’ rights generally, and as to Summit Savings, the conservatorship or
      receivership provisions of the FDIA, and subject, as to enforceability, to
      general principles of equity.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


     

    (b) Subject
      to the receipt of approvals from the Regulatory Authorities and the compliance
      by Summit and Investors with any conditions contained therein, 

     

    (A) the
      execution and delivery of this Agreement by Summit,

     

    (B) the
      consummation of the transactions contemplated hereby, and

     

    (C) compliance
      by Summit with any of the terms or provisions hereof, 

     

    will
      not:
      (i) conflict with or result in a material breach of any provision of the
      charters or bylaws of any of the Summit Parties or the certificate of
      incorporation of any Summit Subsidiary; (ii) violate any statute, code,
      ordinance, rule, regulation, judgment, order, writ, decree or injunction
      applicable to the Summit Parties or any of the properties or assets of the
      Summit Parties; or (iii) violate, conflict with, result in a breach of any
      provisions of, constitute a default (or an event which, with notice or lapse
      of
      time, or both, would constitute a default) under, result in the termination
      of,
      accelerate the performance required by, or result in a right of termination
      or
      acceleration or the creation of any lien, security interest, charge or other
      encumbrance upon any of the properties or assets of Summit under any of the
      terms, conditions or provisions of any note, bond, mortgage, indenture, deed
      of
      trust, license, lease, agreement or other investment or obligation to which
      Summit is a party, or by which they or any of their respective properties or
      assets may be bound or affected, except in the case of clause (iii) above,
      for
      violations which, individually or in the aggregate, would not have a Material
      Adverse Effect on Summit. 

     

    Section
      3.04 Consents

     

    Except
      for the consents, waivers, approvals, filings and registrations from or with
      the
      Regulatory Authorities and compliance with any conditions contained therein,
      and
      the approval, if required, of the members of Summit MHC, no consents, waivers
      or
      approvals of, or filings or registrations with, any public body or governmental
      authority are necessary, and, to the best knowledge of Summit, no consents,
      waivers or approvals of, or filings or registrations with, any other third
      parties are necessary, in connection with (a) the execution and delivery of
      this
      Agreement by Summit, and (b) the completion by Summit of the transactions
      described in this Agreement. 

    


    Section
      3.05 Summit Regulatory
      Reports and Financial Statements 

     

    (a) Summit
      has previously made available to Investors the Summit Regulatory Reports. The
      Summit Regulatory Reports have been, or will be, prepared in all material
      respects in accordance with applicable regulatory accounting principles and
      practices throughout the periods covered by such statements, and fairly present,
      or will fairly present in all material respects, the consolidated financial
      position, results of operations and changes in stockholders’ equity of each of
      the Summit Parties as of and for the periods ended on the dates thereof, in
      accordance with applicable regulatory accounting principles applied on a
      consistent basis. 

    


    (b) Summit
      has previously made available to Investors the Summit Financials. The Summit
      Financials (including the related notes where applicable) fairly present in
      each
      case in all material respects (subject in the case of the unaudited interim
      statements to normal year-end adjustments), the consolidated financial
      condition, results of operations and cash flows of Summit Bankshares as of
      and
      for the respective periods ending on the dates thereof and have been prepared
      in
      accordance with GAAP applied on a consistent basis during the periods involved,
      except as indicated therein. 

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


     

    (c) At
      the
      date of each balance sheet included in the Summit Financials or the Summit
      Regulatory Reports, Summit did not have, and will not have, any liabilities,
      obligations or loss contingencies of any nature (whether absolute, accrued,
      contingent or otherwise) of a type required to be reflected in such Summit
      Financials or Summit Regulatory Reports or in the footnotes thereto which are
      not fully reflected or reserved against therein or fully disclosed in a footnote
      thereto, except for liabilities, obligations and loss contingencies that are
      not
      material individually or in the aggregate or which are incurred in the ordinary
      course of business, consistent with past practice, and except for liabilities,
      obligations and loss contingencies that are within the subject matter of a
      specific representation and warranty herein and subject, in the case of any
      unaudited statements, to normal, recurring audit adjustments and the absence
      of
      footnotes. 

     

    Section
      3.06 Taxes 

     

    Summit
      Bankshares and the Summit Subsidiaries are members of the same affiliated group
      within the meaning of IRC Section 1504(a). Summit has duly filed all Federal,
      state and material local tax returns required to be filed by or with respect
      to
      it on or prior to the date hereof (all such returns being accurate and correct
      in all material respects) and has duly paid or has made provisions for the
      payment of, all material Federal, state and local taxes which have been incurred
      by or are due or claimed to be due from Summit by any taxing authority or
      pursuant to any written tax sharing agreement on or prior to the date hereof
      other than taxes or other charges which (i) are not delinquent, (ii) are being
      contested in good faith, or (iii) have not yet been fully determined. As of
      the
      date of this Agreement, there is no audit examination, deficiency assessment,
      tax investigation or refund litigation with respect to any taxes of Summit,
      and
      no claim has been made by any authority in a jurisdiction where Summit does
      not
      file tax returns that Summit is subject to taxation in that jurisdiction. Summit
      has not executed an extension or waiver of any statute of limitations on the
      assessment or collection of any material tax due that is currently in effect.
      Summit has withheld and paid all taxes required to have been withheld and paid
      in connection with amounts paid or owing to any employee, independent
      contractor, creditor or stockholder, and Summit has timely complied with all
      applicable information reporting requirements under Part III, Subchapter A
      of
      Chapter 61 of the IRC and similar applicable state and local information
      reporting requirements.

    


    Section
      3.07 No Material Adverse Effect

     

    Summit
      has not suffered any Material Adverse Effect since December 31,
      2006.

    


    Section
      3.08 Contracts

     

    (a) Except
      as
      set forth in Summit Disclosure Schedule 3.08(a), Summit is not a party to or
      subject to:

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    


     

    (i) any
      employment, consulting or severance contract or material arrangement with any
      past or present officer, director or employee of Summit except for “at will”
arrangements; 

     

    (ii) any
      plan,
      material arrangement or contract providing for bonuses, pensions, options,
      deferred compensation, retirement payments, profit sharing or similar material
      arrangements for or with any past or present officers, directors or employees
      of
      Summit; 

     

    (iii) any
      collective bargaining agreement with any labor union relating to employees
      of
      Summit; 

     

    (iv) any
      agreement which by its terms limits the payment of dividends by Summit Savings
      or Summit Bankshares; 

     

    (v) any
      instrument evidencing or related to material indebtedness for borrowed money
      whether directly or indirectly, by way of purchase money obligation, conditional
      sale, lease purchase, guaranty or otherwise, in respect of which Summit is
      an
      obligor to any person, which instrument evidences or relates to indebtedness
      other than deposits, repurchase agreements, bankers’ acceptances, advances from
      the FHLB of New York, and “treasury tax and loan” accounts established in the
      ordinary course of business and transactions in “Federal funds” or which
      contains financial covenants or other restrictions (other than those relating
      to
      the payment of principal and interest when due) which would be applicable on
      or
      after the Closing Date to Investors; or 

     

    (vi) any
      contract (other than this Agreement) limiting the freedom, in any material
      respect, of Summit to engage in any type of banking or bank-related business
      in
      which Summit is permitted to engage under applicable law as of the date of
      this
      Agreement. 

     

    (b) True
      and
      correct copies of agreements, plans, contracts, arrangements and instruments
      referred to in Section 3.08(a), have been made available to Investors on or
      before the date hereof, are listed in and attached to Summit Disclosure Schedule
      3.08(a) and are in full force and effect on the date hereof, and Summit (nor,
      to
      the knowledge of Summit, any other party to any such contract, plan, arrangement
      or instrument) has not materially breached any provision of, or is in default
      in
      any respect under any term of, any such contract, plan, arrangement or
      instrument. Except as set forth in the Summit Disclosure Schedule 3.08(b),
      no
      party to any material contract, plan, arrangement or instrument will have the
      right to terminate any or all of the provisions of any such contract, plan,
      arrangement or instrument as a result of the execution of, and the transactions
      contemplated by, this Agreement. None of the employees (including officers)
      of
      Summit possesses the right to terminate his/her employment and receive or be
      paid (or cause Summit to accrue on his/her behalf) benefits solely as a result
      of the execution of this Agreement or the consummation of the transactions
      contemplated hereby. No plan, contract, employment agreement, termination
      agreement, or similar agreement or arrangement to which Summit is a party or
      under which Summit may be liable contains provisions which permit any employee
      or independent contractor to terminate it without cause and continue to accrue
      future benefits thereunder. Except as set forth in Summit Disclosure Schedule
      3.08(b), no such agreement, plan, contract, or arrangement provides for
      acceleration in the vesting of benefits or payments due thereunder upon the
      occurrence of a change in ownership or control of Summit or upon the occurrence
      of a subsequent event. 

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


     

    Section
      3.09 Ownership of Property; Insurance Coverage.

     

    (a) Summit
      has good and, as to real property, marketable title to all material assets
      and
      properties owned by Summit in the conduct of its business, whether such assets
      and properties are real or personal, tangible or intangible, including assets
      and property reflected in the balance sheets contained in the Summit Regulatory
      Reports and in the Summit Financials or acquired subsequent thereto (except
      to
      the extent that such assets and properties have been disposed of in the ordinary
      course of business, since the date of such balance sheets), subject to no
      material encumbrances, liens, mortgages, security interests or pledges, except
      (i) those items which secure liabilities for public or statutory obligations
      or
      any discount with, borrowing from or other obligations to the FHLB of New York,
      inter-bank credit facilities, or any transaction by Summit acting in a fiduciary
      capacity, and (ii) statutory liens for amounts not yet delinquent or which
      are
      being contested in good faith. Summit, as lessee, has the right under valid
      and
      subsisting leases of real and personal properties used by Summit in the conduct
      of its businesses to occupy or use all such properties as presently occupied
      and
      used by each of them. Except as disclosed in Summit Disclosure Schedule 3.09(a),
      such existing leases and commitments to lease constitute operating leases for
      both tax and financial accounting purposes and the lease expense and minimum
      rental commitments with respect to such leases and lease commitments are as
      disclosed in the notes to the Summit Financials. 

     

    (b) With
      respect to all material agreements pursuant to which Summit has purchased
      securities subject to an agreement to resell, if any, Summit has a lien or
      security interest (which to the knowledge of Summit is a valid, perfected first
      lien) in the securities or other collateral securing the repurchase agreement,
      and the value of such collateral equals or exceeds the amount of the debt
      secured thereby.

     

    (c) Summit
      currently maintains insurance considered by Summit to be reasonable for its
      operations, in accordance with good business practice. Summit has not received
      notice from any insurance carrier that (i) such insurance will be canceled
      or
      that coverage thereunder will be reduced or eliminated, or (ii) premium costs
      with respect to such policies of insurance will be substantially increased.
      There are presently no material claims pending under such policies of insurance
      and no notices have been given by Summit under such policies. All such insurance
      is valid and enforceable and in full force and effect, and within the last
      three
      years Summit has received each type of insurance coverage for which it has
      applied and during such periods has not been denied indemnification for any
      material claims submitted under any of its insurance policies. Summit Disclosure
      Schedule 3.09(c) identifies all policies of insurance maintained by Summit.
      

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


     

    Section
      3.10 Legal Proceedings. 

     

    Except
      as
      disclosed in Summit Disclosure Schedule 3.10, Summit is not a party to any,
      and
      there are no pending or, to the best of the knowledge of Summit, threatened
      legal, administrative, arbitration or other proceedings, actions or governmental
      investigations of any nature (i) against Summit, (ii) to which the assets of
      Summit are or may be subject, (iii) challenging the validity or propriety of
      any
      of the transactions contemplated by this Agreement, or (iv) which could
      adversely affect the ability of Summit to perform under this Agreement, except
      for any proceedings, claims, actions, investigations or inquiries referred
      to in
      clauses (i) or (ii) which, if adversely determined, individually or in the
      aggregate, would not reasonably be expected to have a Material Adverse Effect
      on
      Summit. 

     

    Section
      3.11 Compliance With Applicable Law

     

    (a) Each
      Summit Party holds all licenses, franchises, permits and authorizations
      necessary for the lawful conduct of its businesses under, and has complied
      in
      all material respects with, applicable laws, statutes, orders, rules or
      regulations of any Federal, state or local governmental authority relating
      to
      it, other than where such failure to hold or such noncompliance will neither
      result in a limitation in any material respect on the conduct of its business
      nor otherwise have a Material Adverse Effect on Summit. Each Summit Party,
      directly or indirectly, owns, or is licensed or otherwise possesses legally
      enforceable rights to use, all patents, trademarks, trade names, service marks,
      copyrights and any applications therefor, technology, know-how and tangible
      or
      intangible proprietary information or material that are material to the business
      of Summit.

     

    (b)  Each
      Summit Party is in substantial compliance with all applicable federal, state,
      local and foreign statutes, laws, regulations, ordinances, rules, judgments,
      orders or decrees applicable to it, its properties, assets and deposits, its
      business, and its conduct of business and its relationship with its employees,
      including, without limitation, the Equal Credit Opportunity Act, the Fair
      Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage
      Disclosure Act and all other applicable fair lending laws and other laws
      relating to discriminatory business practices. The most recent regulatory rating
      given to Summit Savings as to compliance with the Community Reinvestment Act
      (“CRA”) is satisfactory or better.

    


    (c) Without
      limiting the foregoing, Summit Savings and each of Summit Subsidiary is
      operating in compliance with: (i) the federal Bank Secrecy Act, as amended,
      (the
“USA Patriot Act”), and the regulations promulgated thereunder, any order issued
      with respect to anti-money laundering by the U.S Department of the Treasury’s
      Office of Foreign Assets Control, or any other applicable anti-money laundering
      law, statute, rule or regulation, and (ii) applicable privacy or customer
      information requirements contained in any federal or state privacy laws and
      regulations, including, without limitation, in Title V of the Gramm-Leach-Bliley
      Act of 1999 and regulations promulgated thereunder. The board of directors
      of
      Summit Savings and each of its Subsidiaries that qualifies as a “financial
      institution” under applicable anti-money laundering laws has (x) adopted and
      implemented an anti-money laundering program that contains adequate and
      appropriate customer identification certification procedures that has not been
      deemed ineffective by any Regulatory Authority and that meets the requirements
      of Section 352 of the USA Patriot Act and the regulations thereunder, and (y)
      during the past three years, implemented such anti-money laundering mechanisms
      and kept and filed all material reports and other necessary material documents
      as required by, and otherwise complied with, applicable anti-money laundering
      laws.


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    


    


    (d) Summit
      has not received any notification or communication from any Regulatory Authority
      (i) asserting that Summit is not in material compliance with any of the
      statutes, regulations or ordinances that such Regulatory Authority enforces;
      (ii) threatening to revoke any license, franchise, permit or governmental
      authorization which is material to Summit; (iii) requiring or threatening to
      require Summit, or indicating that Summit may be required, to enter into a
      cease
      and desist order, agreement or memorandum of understanding or any other
      agreement with any Federal or state governmental agency or authority which
      is
      charged with the supervision or regulation of banks or engages in the insurance
      of bank deposits restricting or limiting, or purporting to restrict or limit,
      in
      any material respect the operations of Summit, including without limitation
      any
      restriction on the payment of dividends; or (iv) directing, restricting or
      limiting, or purporting to direct, restrict or limit, in any material manner
      the
      operations of Summit, including without limitation any restriction on the
      payment of dividends (any such notice, communication, memorandum, agreement
      or
      order described in this sentence is hereinafter referred to as a “Regulatory
      Agreement”). Summit has not consented to or entered into any currently effective
      Regulatory Agreement. The most recent regulatory rating given to Summit Savings
      as to compliance with the Community Reinvestment Act (“CRA”) is satisfactory or
      better. 

     

    Section
      3.12 ERISA.

     

    (a) Summit
      Disclosure Schedule 3.12(a) contains a complete and accurate list of all
      pension, retirement, stock option, stock purchase, stock ownership, savings,
      stock appreciation right, profit sharing, deferred compensation, consulting,
      bonus, group insurance, severance and other benefit plans, contracts, agreements
      and arrangements, including, but not limited to, “employee benefit plans,” as
      defined in Section 3(3) of ERISA, incentive and welfare policies, contracts,
      plans and arrangements and all trust agreements related thereto with respect
      to
      any present or former directors, officers or other employees of Summit
      (hereinafter collectively referred to as the “Summit Employee Plans” and
      individually as a “Summit Employee Plan”). If such plan, contract, agreement or
      arrangement is funded through a trust or third party funding vehicle, such
      as an
      insurance contract, the Summit Disclosure Schedule 3.12 (a) includes such trust
      or other funding arrangement. 

     

    (b) Each
      of
      the Summit Employee Plans complies in all material respects with all applicable
      requirements of ERISA, the IRC and other applicable laws; and there has occurred
      no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975
      of the IRC) for which no statutory exemption exists under Section 408(b) of
      ERISA or Section 4975(d) of the IRC or for which no administrative exemption
      has
      been granted under Section 408(a) of ERISA. 

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    


     

    (c) Except
      as
      set forth in Summit Disclosure Schedule 3.12(c), no liability, other than PBGC
      premiums arising in the ordinary course of business, has been or is expected
      by
      Summit to be incurred with respect to any Summit Employee Plan which is a
      defined benefit plan subject to Title IV of ERISA (“Summit Defined Benefit
      Plan”), or with respect to any “single-employer plan” (as defined in Section
      4001(a) of ERISA) currently or formerly maintained by Summit or any entity
      which
      is considered one employer with Summit under Section 4001(b)(1) of ERISA or
      Section 414 of the IRC (an “ERISA Affiliate”) (such plan hereinafter referred to
      as an “ERISA Affiliate Plan”). To the Knowledge of Summit, except as set forth
      in Summit Disclosure Schedule 3.12(c), no Summit Defined Benefit Plan had an
      “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether
      or not waived, as of the last day of the end of the most recent plan year ending
      prior to the date hereof. Except as set forth in Summit Disclosure Schedule
      3.12(c), the fair market value of the assets of each Summit Defined Benefit
      Plan
      exceeds the present value of the benefits guaranteed under Section 4022 of
      ERISA
      under such Summit Defined Benefit Plan as of the end of the most recent plan
      year with respect to the respective Summit Defined Benefit Plan ending prior
      to
      the date hereof, calculated on the basis of the actuarial assumptions used
      in
      the most recent actuarial valuation for such Summit Defined Benefit Plan as
      of
      the date hereof; and no notice of a “reportable event” (as defined in Section
      4043 of ERISA) for which the 30-day reporting requirement has not been waived
      has been required to be filed for any Summit Defined Benefit Plan within the
      12-month period ending on the date hereof. Except as set forth in Summit
      Disclosure Schedule 3.12(c), Summit has not provided, nor is required to
      provide, security to any Summit Defined Benefit Plan or to any single-employer
      plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the IRC or has
      taken any action, or omitted to take any action, that has resulted, or would
      reasonably be expected to result in the imposition of a lien under Section
      412(n) of the IRC or pursuant to ERISA. To the Knowledge of Summit, and except
      as set forth in Summit Disclosure Schedule.3.12(c), there is no pending
      investigation or enforcement action by any Bank Regulator with respect to any
      Employee Plan or any ERISA Affiliate Plan. 

     

    (d) Each
      Summit Employee Plan that is an “employee pension benefit plan” (as defined in
      Section 3(2) of ERISA) and which is intended to be qualified under Section
      401(a) of the IRC (a “Qualified Plan”) has received a favorable determination
      letter from the IRS, and Summit is not aware of any circumstances likely to
      result in revocation of any such favorable determination letter. There is no
      pending or, to the knowledge of Summit, threatened litigation, administrative
      action or proceeding relating to any Summit Employee Plan. There has been no
      announcement or commitment by Summit to create an additional Summit Employee
      Plan, or to amend any Summit Employee Plan, except for amendments required
      by
      applicable law; and, except as specifically identified in Summit Disclosure
      Schedules, Summit does not have any obligations for post-retirement or
      post-employment benefits under any Summit Employee Plan that cannot be amended
      or terminated upon 60 days’ notice or less without incurring any liability
      thereunder, except for coverage required by Part 6 of Title I of ERISA or
      Section 4980B of the IRC, or similar state laws, the cost of which is borne
      by
      the insured individuals. With respect to each Summit Employee Plan, Summit
      has
      supplied to Investors a true and correct copy of (A) the annual report on the
      applicable form of the Form 5500 series filed with the IRS for the most recent
      three plan years, if required to be filed, (B) such Summit Employee Plan,
      including amendments thereto, (C) each trust agreement, insurance contract
      or
      other funding arrangement relating to such Summit Employee Plan, including
      amendments thereto, (D) the most recent summary plan description and summary
      of
      material modifications thereto for such Summit Employee Plan, if the Summit
      Employee Plan is subject to Title I of ERISA, and (E) the most recent
      determination letter issued by the IRS if such Employee Plan is a Qualified
      Plan. All accrued contributions and other payments required to be made by Summit
      or Summit Savings to any Summit Employee Plan through the date hereof, have
      been
      made or reserves adequate for such purposes, as of the date hereof, have been
      set aside therefore and reflected in Summit consolidated financial statements
      to
      the extent required by GAAP, and Summit has expensed and accrued as a liability
      the present value of future benefits under each Summit Employee Plan for
      financial reporting purposes to the extent required by GAAP. Summit has no
      commitment to create any additional Summit Employee Plan except as may be
      contemplated herein, or to materially modify, change or renew any existing
      Summit Employee Plan (any modification or change that increases the cost of
      such
      plans would be deemed material), except as required to maintain the qualified
      status thereof or as otherwise may be required by law.

     


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    


     

    (e) No
      compensation payable by Summit to any of its employees under any Summit Employee
      Plan (including by reason of the transactions contemplated hereby) will be
      subject to disallowance under Section 162(m) of the IRC. 

     

    (f) Except
      as
      set forth on Summit Disclosure Schedule 3.12(f), Summit does not have any
      liability for any post-retirement health, medical or similar benefit of any
      kind
      whatsoever, except as required by statute or regulation. With respect to any
      benefit set forth on Summit Disclosure Schedule 3.12(f), such schedule
      identifies the method of funding and the funded status of such benefit.


     

    (g) All
      Summit Employee Plans that are group health plans have been operated in
      compliance with the group health plan continuation requirements of Section
      4980B
      of the IRC and Sections 601-609 of ERISA and with the certification of prior
      coverage and other requirements of Sections 701-702 and 711-713 of
      ERISA.

     

    Section
      3.13 Brokers, Finders and Financial Advisors

     

    Except
      as
      set forth in Summit Disclosure Schedule 3.13, neither Summit, nor any of its
      officers, directors, employees or agents, has engaged or retained any broker,
      finder or financial advisor in connection with the transactions contemplated
      by
      this Agreement, or incurred any liability or commitment for any fees or
      commissions to any such person in connection with the transactions contemplated
      by this Agreement, which has not been reflected in the Summit Financials.


     

    Section
      3.14 Environmental Matters

     

    (a) To
      the
      Knowledge of Summit, neither the conduct nor operation of their business nor
      any
      condition of any property currently or previously owned or operated by any
      Summit Party or any Summit Subsidiary (including, without limitation, in a
      fiduciary or agency capacity), or on which any of them holds a lien, results
      or
      resulted in a violation of any Environmental Laws that is reasonably likely
      to
      impose a material liability (including a material remediation obligation) upon
      any Summit Party or any of Summit Subsidiary. To the Knowledge of Summit, no
      condition has existed or event has occurred with respect to any of them or
      any
      such property that, with notice or the passage of time, or both, is reasonably
      likely to result in any material liability to any Summit Party or any Summit
      Subsidiary by reason of any Environmental Laws. No Summit Party nor any Summit
      Subsidiary has received any written notice from any Person that any Summit
      Party
      or any Summit Subsidiary or the operation or condition of any property ever
      owned, operated, or held as collateral or in a fiduciary capacity by any of
      them
      is currently in violation of or otherwise are alleged to have financial exposure
      under any Environmental Laws or relating to Hazardous Materials (including,
      but
      not limited to, responsibility (or potential responsibility) for the cleanup
      or
      other remediation of any Hazardous Materials at, on, beneath, or originating
      from any such property) for which a material liability is reasonably likely
      to
      be imposed upon any Summit Party or any Summit Subsidiary.

     


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    


     

    (b) There
      is
      no suit, claim, action, demand, executive or administrative order, directive,
      investigation or proceeding pending or, to Summit’s Knowledge, threatened,
      before any court, governmental agency or other forum against any Summit Party
      or
      any Summit Subsidiary (x) for alleged noncompliance (including by any
      predecessor) with, or liability under, any Environmental Law or (y) relating
      to
      the presence of or release into the environment of any Hazardous Materials,
      whether or not occurring at or on a site owned, leased or operated by any of
      the
      Summit Parties or any Summit Subsidiary. 

     

    Section
      3.15 Loan Portfolio.

     

    (a) Except
      as
      set forth in Summit Disclosure Schedule 3.15, Summit is not a party to any
      written or oral loan agreement, note or borrowing arrangement (including,
      without limitation, leases and credit enhancements) (collectively, “Loans”)
      the
      unpaid principal balance of which exceeds $50,000 and as to which the obligor
      is, as of the date of this Agreement, over 90 days delinquent in payment of
      principal or interest. To the knowledge of Summit, all of the Loans originated
      and held currently and at the Merger Effective Date by Summit, and any other
      Loans purchased and held currently and at the Merger Effective Date by Summit,
      were solicited, originated and exist, and will exist at the Merger Effective
      Date, in material compliance with all applicable loan policies and procedures
      of
      Summit. Summit Disclosure Schedule 3.15 sets forth as of March 31, 2007, (i)
      all
      of the Loans that as of the date of this Agreement are classified by Summit
      as
“Other Loans Specially Mentioned”, “Special Mention”, “Substandard”, “Doubtful”,
“Loss”, “Classified”, “Criticized”, “Watch list” or words of similar import,
      together with the principal amount of and accrued and unpaid interest on each
      such Loan and the identity of the obligor thereunder, and (ii) by category
      of
      Loan (i.e., commercial, consumer, etc.), all of the other Loans of Summit that
      as of the date of this Agreement are classified as such, together with the
      aggregate principal amount of such Loans by category, it being understood that
      no representation is being made that the OTS would agree with the loan
      classifications contained in Summit Disclosure Schedule 3.15. Summit shall
      promptly inform Investors in writing of any Loan the original principal balance
      of which exceeds $50,000 that becomes classified in the manner described in
      this
      Section 3.15, or any Loan the classification of which is materially and
      adversely changed at any time after the date of this Agreement. The information
      with respect to the Loans furnished to Investors by Summit is true and complete
      in all material respects.

    


    (b) The
      allowance for possible losses reflected in the audited statement of condition
      of
      Summit Savings at December 31, 2006 was, and the allowance for possible losses
      shown on the balance sheets of Summit Savings for periods ending after December
      31, 2006 as reflected in the Regulatory Reports have been and will be adequate,
      as of the dates thereof, under GAAP. 

     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    


     

    Section
      3.16 [Intentionally
      left blank]

     

    Section
      3.17 Related Party Transactions

     

    Except
      as
      disclosed in Summit Disclosure Schedule 3.17, Summit is not a party to any
      transaction (including any loan or other credit accommodation but excluding
      deposit transactions in the ordinary course of business) with an Affiliate.
      Except as disclosed in Summit Disclosure Schedule 3.17, all such transactions
      (a) were made in the ordinary course of business, (b) were made on substantially
      the same terms, including interest rates and collateral, as those prevailing
      at
      the time for comparable transactions with other Persons, and (c) did not involve
      more than the normal risk of collectability or present other unfavorable
      features. No loan or credit accommodation to an Affiliate is presently in
      default or, during the three-year period prior to the date of this Agreement,
      has been in default or has been restructured, modified or extended. Summit
      has
      not been notified that principal and interest with respect to any such loan
      or
      other credit accommodation will not be paid when due or that the loan grade
      classification accorded such loan or credit accommodation is
      inappropriate.

     

    Section
      3.18 Deposits

     

    None
      of
      the deposits of Summit is a “brokered” deposit as defined in 12 U.S.C. Section
      1831f(g). 

     

    Section
      3.19 Derivative Transactions

     

    Summit
      has not entered into any future or option contracts, exchange rate swaps, caps
      or floors, or other interest rate or exchange rate risk management instruments
      or arrangements.

     


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF INVESTORS

    


    Investors
      represents and warrants to Summit that the statements contained in this Article
      IV are correct and complete as of the date of this Agreement and will be correct
      and complete as of the Closing Date (as though made then and as though the
      Closing Date were substituted for the date of this Agreement throughout this
      Article IV), except as set forth in the Investors Disclosure Schedules delivered
      by Investors on the date hereof, and except as to any representation or warranty
      that relates to a specific date. Investors has made a good faith effort to
      ensure that the disclosure on each schedule of the Investors Disclosure
      Schedules corresponds to the section referenced herein. However, for purposes
      of
      the Investors Disclosure Schedules, any item disclosed on any schedule therein
      is deemed to be fully disclosed with respect to all schedules under which such
      item may be relevant. 

     

    Section
      4.01 Organization

     

    (a)
      Investors MHC is a mutual holding company organized, validly existing and in
      good standing under the laws of New Jersey, and is duly registered as a bank
      holding company. Investors MHC has full power and authority to carry on its
      business as now conducted and is duly licensed or qualified to do business
      in
      the states of the United States and foreign jurisdictions where its ownership
      or
      leasing of property or the conduct of its business requires such qualification,
      except where the failure to be so licensed or qualified would not have a
      Material Adverse Effect on Investors MHC. 

     

    (b) Investors
      Bancorp is a corporation organized, validly existing and in good standing under
      the laws of Delaware, and is duly registered as a bank holding company.
      Investors Bancorp has the full corporate power and authority to own or lease
      all
      of its properties and assets and to carry on its business as it is now being
      conducted, and is duly licensed or qualified to do business and is in good
      standing in each jurisdiction in which the nature of the business conducted
      by
      it or the character or location of the properties and assets owned or leased
      by
      it makes such licensing or qualification necessary, except where the failure
      to
      be so licensed, qualified or in good standing would not have a Material Adverse
      Effect on Investors Bancorp.

     

    (c) Investors
      Bank is a savings bank organized, validly existing and in good standing under
      the laws of the State of New Jersey. The deposits of Investors Bank are insured
      by the FDIC to the fullest extent permitted by law, and all premiums and
      assessments required to be paid in connection therewith have been paid when
      due
      by Investors Bank. Each Investors Subsidiary is identified in exhibits to
      Investors Bancorp’s Form 10-K for the fiscal year ended June 30, 2006, filed
      with the SEC, and is a corporation organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation or
      organization.

     

    (d) Investors
      Bank is a member in good standing of the FHLB of New York and owns the requisite
      amount of stock therein.

     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    


     

    (e) Prior
      to
      the date of this Agreement, Investors has made available to Summit true and
      correct copies of the certificates of incorporation and bylaws of Investors
      MHC,
      Investors Bancorp, and Investors Bank.

     

    Section
      4.02 Capitalization

     

    (a)
       The
      authorized capital stock of Investors Bancorp consists of 200,000,000 shares
      of
      common stock, $0.01 par value (“Investors Bancorp Common Stock”), and 50,000,000
      shares of Preferred Stock, $0.01 par value (the “Investors Bancorp Preferred
      Stock”). There are 110,835,952 shares of Investors Bancorp Common Stock
      outstanding, validly issued, fully paid and nonassessable and free of preemptive
      rights. There are no shares of Investors Bancorp Preferred Stock issued and
      outstanding. There are 5,439,736 shares of Investors Bancorp Common Stock held
      by Investors Bancorp as treasury stock. Neither Investors Bancorp nor any
      Investors Subsidiary has or is bound by any Right of any character relating
      to
      the purchase, sale, issuance or voting of, or right to receive dividends or
      other distributions on, any shares of Investors Bancorp Common Stock, or any
      other security of Investors Bancorp or any Investors Subsidiary, or any
      securities representing the right to vote, purchase or otherwise receive any
      shares of Investors Bancorp Common Stock or any other security of Investors
      Bancorp, other than as set forth in the Investors Disclosure Schedule 4.02(a).
      

     

    (b)
       Investors
      MHC owns 63,099,781 shares of Investors Bancorp Common Stock, free and clear
      of
      any lien or encumbrance. Except as disclosed in Investors Disclosure Schedule
      4.02(b) and except for shares of Investors Bancorp Common Stock (and any equity
      interests that may be attributed to Investors MHC due to its ownership of
      Investors Bancorp Common Stock), Investors MHC does not possess, directly or
      indirectly, any equity interest in any corporation. 

     

    (c) The
      authorized capital stock of Investors Bank consists of five million (5,000,000)
      shares of common stock, $2.00 par value, and no shares of Preferred Stock.
      There
      are two-hundred fifty thousand (250,000) shares of Investors Bank common stock
      outstanding, all of which are validly issued, fully paid and nonassessable
      and
      free of preemptive rights, and all of which are owned by Investors Bancorp
      free
      and clear of any liens, encumbrances, charges, restrictions or rights of third
      parties of any kind whatsoever. 

     

     Section
      4.03 Authority; No Violation

     

    (a) Investors
      has full power and authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby. The execution and delivery
      of
      this Agreement by Investors and the completion by Investors of the transactions
      contemplated hereby have been duly and validly approved by the requisite vote
      of
      each Board of Directors of the Investors Parties, and by Investors Bancorp
      in
      its capacity as sole stockholder of Investors Bank, and no other corporate
      proceedings on the part of Investors are necessary to complete the transactions
      contemplated hereby. This Agreement has been duly and validly executed and
      delivered by Investors and, subject to receipt of the required approvals of
      Regulatory Authorities described in Section 4.03 hereof, constitutes the valid
      and binding obligation of Investors, enforceable against Investors in accordance
      with its terms, subject to applicable bankruptcy, insolvency and similar laws
      affecting creditors’ rights generally. 

     


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    


     

    (b) Subject
      to the receipt of approvals from the Regulatory Authorities and the compliance
      by Summit and Investors with any conditions contained therein, 

     

    (A) the
      execution and delivery of this Agreement by Investors, 

     

    (B) the
      consummation of the transactions contemplated hereby, and 

     

    (C) compliance
      by Investors with any of the terms or provisions hereof,

     

    will
      not:
      (i) conflict with or result in a breach of any provision of the certificate
      of
      incorporation or bylaws of Investors MHC or Investors Bancorp, or the
      certificate of incorporation or bylaws of Investors Bank or any Investors
      Subsidiary; (ii) violate any statute, code, ordinance, rule, regulation,
      judgment, order, writ, decree or injunction applicable to Investors or any
      Investors Subsidiary or any of their respective properties or assets; or (iii)
      violate, conflict with, result in a breach of any provisions of, constitute
      a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default), under, result in the termination of, accelerate the
      performance required by, or result in a right of termination or acceleration
      or
      the creation of any lien, security interest, charge or other encumbrance upon
      any of the properties or assets of Investors under any of the terms, conditions
      or provisions of any note, bond, mortgage, indenture, deed of trust, license,
      lease, agreement or other investment or obligation to which Investors is a
      party, or by which it or any of its properties or assets may be bound or
      affected, except in the case of clause (iii) above, for violations which
      individually or in the aggregate would not have a Material Adverse Effect on
      Investors. 

     

    Section
      4.04 Consents

     

    Except
      for consents, waivers, approvals, filings and registrations from or with the
      Regulatory Authorities, and compliance with any conditions contained therein,
      and the approval of this Agreement, if necessary, by the members of Summit
      MHC,
      no consents, waivers or approvals of, or filings or registrations with, any
      public body or governmental authority are necessary, and no consents, waivers
      or
      approvals of, or filings or registrations with, any third parties are necessary
      in connection with (a) the execution and delivery of this Agreement by
      Investors, and (b) the completion by Investors of the transactions contemplated
      hereby. 

     

    Section
      4.05 Investors Financial Statements 

     

    (a) Investors
      Bancorp has previously made available to Summit the Investors Financials. The
      Investors Financials (including the related notes where applicable) fairly
      present in each case in all material respects (subject in the case of the
      unaudited interim statements to normal year-end adjustments), the consolidated
      financial condition, results of operations and cash flows of Investors Bancorp
      as of and for the respective periods ending on the dates thereof and have been
      prepared in accordance with GAAP applied on a consistent basis during the
      periods involved, except as indicated therein, or in the case of unaudited
      statements, as permitted by Form 10-Q. 

     


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    


     

    (b) At
      the
      date of each balance sheet included in the Investors Financials, Investors
      did
      not have, and will not have, any liabilities, obligations or loss contingencies
      of any nature (whether absolute, accrued, contingent or otherwise) of a type
      required to be reflected in such Investors Financials or in the footnotes
      thereto which are not fully reflected or reserved against therein or fully
      disclosed in a footnote thereto, except for liabilities, obligations and loss
      contingencies that are not material individually or in the aggregate or which
      are incurred in the ordinary course of business, consistent with past practice,
      and except for liabilities, obligations and loss contingencies that are within
      the subject matter of a specific representation and warranty herein and subject,
      in the case of any unaudited statements, to normal, recurring audit adjustments
      and the absence of footnotes.

     

    Section
      4.06 Material Adverse Effect

     

    Investors
      has not suffered any Material Adverse Effect since December 31, 2006.


     

    Section
      4.07 Legal Proceedings

     

    Investors
      is not a party to any, and there are no pending or, to the best of Investors’
knowledge, threatened legal, administrative, arbitration or other proceedings,
      actions or governmental investigations of any nature (i) against Investors,
      (ii)
      to which Investors’ assets are or may be subject, (iii) challenging the validity
      or propriety of any of the transactions contemplated by this Agreement, or
      (iv)
      which could adversely affect the ability of Investors to perform under this
      Agreement, except for any proceedings, claims, actions, investigations or
      inquiries referred to in clauses (i) or (ii) which, if adversely determined,
      individually or in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect on Investors. 

     

    Section
      4.08 Compliance With Applicable Law

     

    (a) Each
      Investors Party holds all licenses, franchises, permits and authorizations
      necessary for the lawful conduct of its businesses under, and has complied
      in
      all material respects with, applicable laws, statutes, orders, rules or
      regulations of any Federal, state or local governmental authority relating
      to
      it, other than where such failure to hold or such noncompliance will neither
      result in a limitation in any material respect on the conduct of its businesses
      nor otherwise have a Material Adverse Effect on Investors. 

     

    (b) Each
      Investors Party is in substantial compliance with all applicable federal, state,
      local and foreign statutes, laws, regulations, ordinances, rules, judgments,
      orders or decrees applicable to it, its properties, assets and deposits, its
      business, and its conduct of business and its relationship with its employees,
      including, without limitation, the Equal Credit Opportunity Act, the Fair
      Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage
      Disclosure Act and all other applicable fair lending laws and other laws
      relating to discriminatory business practices. The most recent regulatory rating
      given to Investors Bank as to compliance with the Community Reinvestment Act
      (“CRA”) is satisfactory or better.


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    


    (c)
       Without
      limiting the foregoing, Investors Bank and each Investors Subsidiary is
      operating in compliance with: (i) the “USA Patriot Act, and the regulations
      promulgated thereunder, any order issued with respect to anti-money laundering
      by the U.S Department of the Treasury’s Office of Foreign Assets Control, or any
      other applicable anti-money laundering law, statute, rule or regulation, and
      (ii) applicable privacy or customer information requirements contained in any
      federal or state privacy laws and regulations, including, without limitation,
      in
      Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated
      thereunder. The board of directors of Investors Bank and each of its
      Subsidiaries that qualifies as a “financial institution” under applicable
      anti-money laundering laws has (x) adopted and implemented an anti-money
      laundering program that contains adequate and appropriate customer
      identification certification procedures that has not been deemed ineffective
      by
      any Regulatory Authority and that meets the requirements of Section 352 of
      the
      USA Patriot Act and the regulations thereunder, and (y) during the past three
      years, implemented such anti-money laundering mechanisms and kept and filed
      all
      material reports and other necessary material documents as required by, and
      otherwise complied with, applicable anti-money laundering laws.

    


    (d)
       Investors
      has not received any notification or communication from any Regulatory
      Authority: (i) asserting that Investors is not in compliance with any of the
      statutes, regulations or ordinances that such Regulatory Authority enforces;
      (ii) threatening to revoke any license, franchise, permit or governmental
      authorization which is material to Investors; (iii) requiring or threatening
      to
      require Investors, or indicating that Investors may be required, to enter into
      a
      cease and desist order, agreement or memorandum of understanding or any other
      agreement restricting or limiting, or purporting to restrict or limit, in any
      manner the operations of Investors; or (iv) directing, restricting or limiting,
      or purporting to direct, restrict or limit, in any manner the operations of
      Investors, including without limitation any restriction on the payment of
      dividends (any such notice, communication, memorandum, agreement or order
      described in this sentence is hereinafter referred to as a “Regulatory
      Agreement”). Investors has not consented to or entered into any currently
      effective Regulatory Agreement. 

     

    Section
      4.09 Investors Benefit Plans

     

    (a)
       Investors
      has made available to Summit a complete and accurate list of all pension,
      retirement, group insurance, and other employee benefit plans and arrangements,
      including, but not limited to, “employee benefit plans,” as defined in Section
      3(3) of ERISA, incentive and welfare policies, contracts, plans and arrangements
      with respect to any present employees of Investors (hereinafter collectively
      referred to as the “Investors Employee Plans” and individually as a “Investors
      Employee Plan”). Each of the Investors Employee Plans complies in all material
      respects with all applicable requirements of ERISA, the IRC and other applicable
      laws. 

     

    (b)
       No
      Investors Employee Plan which is subject to Title IV of ERISA (each such plan
      shall be referred to herein as an “Investors Pension Plan”) had an “accumulated
      funding deficiency” (as defined in Section 302 of ERISA), whether or not waived,
      as of the last day of the end of the most recent plan year ending prior to
      the
      date hereof; and, except as disclosed in Investors Bancorp, Inc.’s Form 10-K for
      the Year Ended June 30, 2006 the fair market value of the assets of each
      Investors Pension Plan exceeds the present value of the “benefit liabilities”
(as defined in Section 4001(a)(16) of ERISA) under such Investors Pension Plan
      as of the end of the most recent plan year with respect to the respective
      Investors Pension Plan ending prior to the date hereof, calculated on the basis
      of the actuarial assumptions used in the most recent actuarial valuation for
      such Investors Pension Plan as of the date hereof; and no notice of a
“reportable event” (as defined in Section 4043 of ERISA) for which the 30-day
      reporting requirement has not been waived has been required to be filed for
      any
      Investors Pension Plan within the 12-month period ending on the date
      hereof.

     


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    


     

    (c)
       Each
      Investors Employee Plan that is an “employee pension benefit plan” (as defined
      in Section 3(2) of ERISA) and which is intended to be qualified under Section
      401(a) of the IRC has received a favorable determination letter from the IRS,
      and Investors is not aware of any circumstances likely to result in revocation
      of any such favorable determination letter. There is no pending or, to
      Investors’ knowledge, threatened litigation, administrative action or proceeding
      relating to any Investors Employee Plan. 

     

    Section
      4.10 Securities Documents

     

    Investors
      Bancorp has made available to Summit copies of its (i) annual reports on Form
      10-K for the years ended June 30, 2006 and 2005, (ii) a quarterly report on
      Form
      10-Q for the quarters ended March 31, 2007, and (iii) proxy materials used
      in
      connection with its most recent meeting of stockholders (the availability of
      the
      preceding documents will be assumed if such documents are filed on EDGAR).
      Such
      reports and such proxy materials, at the time filed, did not contain any untrue
      statements of a material fact or omit to state any material fact necessary
      in
      order to make the statements therein not misleading.

     

    Section
      4.11 Environmental Matters

     

    (a) To
      the
      Knowledge of Investors, neither the conduct nor operation of their business
      nor
      any condition of any property currently or previously owned or operated by
      any
      Investors Party or any Investors Subsidiary (including, without limitation,
      in a
      fiduciary or agency capacity), or on which any of them holds a lien, results
      or
      resulted in a violation of any Environmental Laws that is reasonably likely
      to
      impose a material liability (including a material remediation obligation) upon
      any Investors Party or any of Investors Subsidiary. To the Knowledge of
      Investors, no condition has existed or event has occurred with respect to any
      of
      them or any such property that, with notice or the passage of time, or both,
      is
      reasonably likely to result in any material liability to any Investors Party
      or
      any Investors Subsidiary by reason of any Environmental Laws. No Investors
      Party
      nor any Investors Subsidiary has received any written notice from any Person
      that any Investors Party or any Investors Subsidiary or the operation or
      condition of any property ever owned, operated, or held as collateral or in
      a
      fiduciary capacity by any of them are currently in violation of or otherwise
      are
      alleged to have financial exposure under any Environmental Laws or relating
      to
      Hazardous Materials (including, but not limited to, responsibility (or potential
      responsibility) for the cleanup or other remediation of any Hazardous Materials
      at, on, beneath, or originating from any such property) for which a material
      liability is reasonably likely to be imposed upon any Investors Party or any
      Investors Subsidiary.

     

    (b) There
      is
      no suit, claim, action, demand, executive or administrative order, directive,
      investigation or proceeding pending or, to Investors’ Knowledge, threatened,
      before any court, governmental agency or other forum against any Investors
      Party
      or any Investors Subsidiary (x) for alleged noncompliance (including by any
      predecessor) with, or liability under, any Environmental Law or (y) relating
      to
      the presence of or release into the environment of any Hazardous Materials,
      whether or not occurring at or on a site owned, leased or operated by any of
      the
      Investors Parties or any Investors Subsidiary. 

     


    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    


     

    Section
      4.12 Loan Portfolio

     

    To
      the
      knowledge of Investors, all of the Loans originated and held currently and
      at
      the Merger Effective Date by Investors Bank, and any other Loans purchased
      and
      held currently and at the Merger Effective Date by Investors Bank, were
      solicited, originated and exist, and will exist at the Merger Effective Date,
      in
      material compliance with all applicable loan policies and procedures of
      Investors. The allowance for possible losses reflected in the audited statement
      of condition of Investors Savings at June 30, 2006 was, and the allowance for
      possible losses shown on the balance sheets of Investors Savings for periods
      ending after June 30, 2006 as reflected in the Regulatory Reports have been
      and
      will be adequate, as of the dates thereof, under GAAP.

    


    


    ARTICLE
      V

    COVENANTS
      OF THE PARTIES

    


    Section
      5.01 Conduct of the Business of Summit

     

    (a) From
      the
      date of this Agreement to the Closing Date, Summit will conduct its business
      and
      engage in transactions, including extensions of credit, only in the ordinary
      course and consistent with past practice and policies in existence on the date
      hereof, except as otherwise required or contemplated by this Agreement or with
      the written consent of Investors Bank. Summit will use its reasonable good
      faith
      efforts to (i) preserve its business organizations intact, (ii) maintain good
      relationships with its employees, and (iii) preserve the goodwill of its
      customers and others with whom business relationships exist. From the date
      hereof to the Closing Date, except as otherwise consented to or approved by
      Investors in writing (which approval will not be unreasonably delayed or
      withheld) or as contemplated or required by this Agreement, no Summit Party
      will: 

     

    (i) amend
      or
      change any provision of its certificate of incorporation, charter, or bylaws;
      

     

    (ii) change
      the number of authorized or issued shares of its capital stock or issue or
      grant
      any Right or agreement of any character relating to its authorized or issued
      capital stock or any securities convertible into shares of such stock, or split,
      combine or reclassify any shares of capital stock, or declare, set aside or
      pay
      any dividend or other distribution in respect of capital stock or redeem or
      otherwise acquire any shares of capital stock, except that;

     


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    


     

    (iii) except
      as
      permitted by this Agreement, grant or agree to pay any bonus, severance or
      termination payment to, enter into or amend, or take any action (other than
      executing this Agreement) that would trigger obligations under, any employment
      agreement, severance agreement, supplemental executive agreement, or similar
      agreement or arrangement with any of its directors, officers or employees,
      or
      increase in any manner the compensation or fringe benefits of any employee,
      officer or director, except for salary increases in the ordinary course of
      business consistent with past practice or as may be required pursuant to legally
      binding commitments existing on the date hereof set forth in Summit Disclosure
      Schedules 3.08 and 3.12; 

     

    (iv) enter
      into or, except as may be required by law or permitted by the terms of this
      Agreement, modify any pension, retirement, stock option, stock purchase, stock
      appreciation right, stock grant, savings, profit sharing, deferred compensation,
      supplemental retirement, consulting, bonus, group insurance or other employee
      benefit, incentive or welfare contract, plan or arrangement, or any trust
      agreement related thereto, in respect of any of its directors, officers or
      employees; or make any contributions to any defined contribution or defined
      benefit plan not in the ordinary course of business consistent with past
      practice; or materially amend any Summit Employee Plan other than amendments
      that are required by law to be made prior to the Merger Effective Date, or
      amendments required by the terms of this Agreement;

     

    (v) merge
      or
      consolidate Summit with any other corporation; sell or lease all or any
      substantial portion of the assets or business of Summit; make any acquisition
      of
      all or any substantial portion of the business or assets of any other person,
      firm, association, corporation or business organization other than in connection
      with foreclosures, settlements in lieu of foreclosure, troubled loan or debt
      restructuring, or the collection of any loan or credit arrangement between
      Summit and any other person; enter into a purchase and assumption transaction
      with respect to deposits and liabilities; permit the revocation or surrender
      by
      Summit of its certificate of authority to maintain, or file an application
      for
      the relocation of, any existing branch office, or file an application for a
      certificate of authority to establish a new branch office; 

     

    (vi) sell
      or
      otherwise dispose of the capital stock of Summit or sell or otherwise dispose
      of
      any asset of Summit other than in the ordinary course of business consistent
      with past practice; subject any asset of Summit to any lien, pledge, security
      interest or other encumbrance (other than in connection with deposits,
      repurchase agreements, bankers acceptances, FHLB of New York advances, “treasury
      tax and loan” accounts established in the ordinary course of business and
      transactions in “Federal funds” and the satisfaction of legal requirements in
      the exercise of trust powers) other than in the ordinary course of business
      consistent with past practice; incur any indebtedness for borrowed money (or
      guarantee any indebtedness for borrowed money), except in the ordinary course
      of
      business consistent with past practice; 

     

    (vii) take
      any
      action which would result in any of the representations and warranties of Summit
      set forth in Article III of this Agreement becoming untrue as of any date after
      the date hereof (except as to any representation or warranty which specifically
      relates to an earlier date) or in any of the conditions set forth in Article
      VI
      hereof not being satisfied, except in each case as may be required by applicable
      law; 

     


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    


     

    (viii) change
      any method, practice or principle of accounting, except as may be required
      from
      time to time by GAAP (without regard to any optional early adoption date) or
      any
      Regulatory Authority responsible for regulating Summit; 

     

    (ix) waive,
      release, grant or transfer any material rights of value or modify or change
      in
      any material respect any existing material agreement or indebtedness to which
      Summit is a party, other than in the ordinary course of business, consistent
      with past practice; 

     

    (x) purchase
      any security for its investment portfolio not rated “A” or higher by either
      Standard & Poor’s Corporation or Moody’s Investor Services, Inc, or with a
      remaining term to maturity of more than five (5) years; 

     

    (xi) make
      any
      new loan or other credit facility commitment (including without limitation,
      lines of credit and letters of credit) to any borrower or group of affiliated
      borrowers that is inconsistent with existing lending policies and past
      practices; 

     

    (xii) enter
      into, renew, extend or modify any other transaction with any Affiliate;


     

    (xiii) enter
      into any futures contract, option, interest rate caps, interest rate floors,
      interest rate exchange agreement or other agreement or, except in the ordinary
      course of business and consistent with past practice, take any other action
      for
      purposes of hedging the exposure of its interest-earning assets and
      interest-bearing liabilities to changes in market rates of interest;


     

    (xiv) except
      for the execution of, and as otherwise provided in or contemplated by, this
      Agreement, take any action that would give rise to a right of payment to any
      individual under any employment agreement, or take any action that would give
      rise to a right of payment to any individual under any Summit Employee Plan;
      

     

    (xv) make
      any
      change in policies with regard to the extension of credit, the establishment
      of
      reserves with respect to the possible loss thereon or the charge off of losses
      incurred thereon, investment, asset/liability management or other material
      banking policies in any material respect except as may be required by changes
      in
      applicable law or regulations or in GAAP or by applicable regulatory
      authorities;

     

    (xvi) make
      any
      capital expenditures in excess of $25,000 individually or $50,000 in the
      aggregate, other than pursuant to binding commitments existing on the date
      hereof and other than expenditures necessary to maintain existing assets in
      good
      repair; 

     


    
      
         

      

      
        29

        
          

        

      

      
         

      

    


    


     

    (xvii) purchase
      or otherwise acquire, or sell or otherwise dispose of, any assets or incur
      any
      liabilities other than in the ordinary course of business consistent with past
      practices and policies; 

     

    (xviii) incur
      any
      non-deposit liability in excess of $500,000 other than in the ordinary course
      of
      business consistent with past practice; or 

     

    (xix) agree
      to
      do any of the foregoing.

     

    (b) For
      purposes of this Section 5.01, unless provided for in a business plan, budget
      or
      similar document delivered to Investors prior to the date of this Agreement,
      it
      shall not be considered in the ordinary course of business for Summit to do
      any
      of the following: (i) make any sale, assignment, transfer, pledge, hypothecation
      or other disposition of any assets having a book or market value, whichever
      is
      greater, in the aggregate in excess of $500,000, other than pledges of assets
      to
      secure government deposits, to exercise trust powers, sales of assets received
      in satisfaction of debts previously contracted in the normal course of business,
      issuance of loans, sales of previously purchased government guaranteed loans,
      or
      transactions in the investment securities portfolio by Summit or repurchase
      agreements made, in each case, in the ordinary course of business consistent
      with past practice; or (ii) undertake or enter any lease, contract or other
      commitment for its account, other than in the normal course of providing credit
      to customers as part of its banking business, involving a payment by Summit
      of
      more than $25,000 annually, or containing a material financial commitment and
      extending beyond 12 months from the date hereof. 

     

    Section
      5.02 Access; Confidentiality

     

    (a) Summit
      shall permit Investors and its representatives reasonable access to its
      properties and make available to them all books, papers and records relating
      to
      the assets, properties, operations, obligations and liabilities of Summit,
      including, but not limited to, all books of account (including the general
      ledger), tax records, minute books of meetings of boards of directors (and
      any
      committees thereof) (other than minutes of any confidential discussion of this
      Agreement and the transactions contemplated hereby), and stockholders,
      organizational documents, bylaws, material contracts and agreements, filings
      with any regulatory authority, accountants’ work papers, litigation files, plans
      affecting employees, and any other business activities or prospects in which
      Investors may have a reasonable interest (provided that Summit shall not be
      required to provide access to any information that would violate its
      attorney-client privilege or any employee or customer privacy policies, laws
      or
      regulations). Summit shall make its respective officers, employees and agents
      and authorized representatives (including counsel and independent public
      accountants) available to confer with Investors and its representatives. Summit
      Savings shall provide in a timely manner to Investors Bank’s officer in charge
      of retail banking copies of current rate sheets for all deposit and loan
      products. Summit shall permit Investors, at its expense, to cause a “Phase I
      Environmental Audit” and a “Phase II Environmental Audit” to be performed at any
      physical location owned or occupied by Summit. 

     


    
      
         

      

      
        30

        
          

        

      

      
         

      

    


    


     

    (b) Investors
      agrees to conduct such investigations and discussions hereunder in a manner
      so
      as not to interfere unreasonably with normal operations and customer and
      employee relationships of the other party.

     

    (c) In
      addition to the access permitted by subparagraph (a) above, from the date of
      this Agreement through the Closing Date, Summit shall permit employees of
      Investors Bank reasonable access to information relating to problem loans,
      loan
      restructurings and loan work-outs of Summit Savings. 

     

    Section
      5.03 Regulatory Matters and Consents

     

    (a) Investors
      will, in consultation with Summit, prepare all Applications (including the
      Member Proxy Statement, if required) and make all filings for, and use its
      best
      efforts to obtain as promptly as practicable after the date hereof, all
      necessary permits, consents, approvals, waivers and authorizations of all
      Regulatory Authorities or other Persons necessary or advisable to consummate
      the
      transactions contemplated by this Agreement. Investors will provide Summit
      copies of all Applications prior to filing for the purpose of enabling Summit
      to
      review and comment on the same. The parties shall cooperate with each other
      with
      respect to the preparation of any required Member Proxy Statement.

     

    (b) Summit
      will furnish Investors with all information concerning Summit as may be
      necessary or advisable in connection with any Application or filing made by
      or
      on behalf of Investors to any Regulatory Authority in connection with the
      transactions contemplated by this Agreement. 

     

    (c) Investors
      and Summit will promptly furnish the other with copies of all material written
      communications to, or received by them from any Regulatory Authority regarding
      the transactions contemplated hereby, except for information filed by either
      party that is designated confidential. 

     

    (d) Investors
      will use its best efforts to obtain all necessary regulatory approvals to
      effectuate the transactions contemplated by this Agreement and related exhibits
      and appendices. 

     

    (e) Summit
      will use its best efforts to cooperate with Investors to obtain all necessary
      regulatory approvals to effectuate the transactions contemplated by this
      Agreement and related exhibits and appendices. 

     

    (f) The
      parties agree that they will consult with each other with respect to the
      obtaining of all permits, consents, approvals and authorizations of all third
      parties and Regulatory Authorities. Investors will furnish Summit Bankshares
      and
      its counsel with copies of all Applications prior to filing with any Regulatory
      Authority and provide Summit Bankshares a reasonable opportunity to provide
      changes to such Applications, and copies of all Applications filed by Investors.
      

     

    (g) Summit
      and Investors will cooperate with each other in the foregoing matters and will
      furnish the responsible party with all information concerning it and its
      subsidiaries as may be necessary or advisable in connection with any Application
      or filing made by or on behalf of Investors or Summit to any Regulatory
      Authority in connection with the transactions contemplated by this Agreement,
      and such information will be accurate and complete in all material respects.
      In
      connection therewith, each party will provide certificates and other documents
      reasonably requested by the other. 

     


    
      
         

      

      
        31

        
          

        

      

      
         

      

    


    


     

    Section
      5.04 Taking of Necessary Action

     

    Investors
      and Summit shall each use its best efforts in good faith to:

     

    (i) furnish
      such information as may be required in connection with the preparation of the
      documents referred to in Section 5.03 of this Agreement; and 

     

    (ii) take
      or
      cause to be taken all action necessary or desirable on its part using its best
      efforts so as to permit completion of the Merger and the transactions
      contemplated by this Agreement, including, without limitation; 

     

    (A) obtaining
      the consent or approval of each individual, partnership, corporation,
      association or other business or professional entity whose consent or approval
      is required for consummation of the transactions contemplated hereby (including
      assignment of leases without any material change in terms), provided that Summit
      shall not agree to make any payments or modifications to agreements in
      connection therewith without the prior written consent of Investors; and


     

    (B)
       requesting
      the delivery of appropriate opinions, consents and letters from its counsel
      and
      independent auditors. No party hereto shall take, or cause, or to the best
      of
      its ability permit to be taken, any action that would substantially impair
      the
      prospects of completing the Mergers pursuant to this Agreement; provided that
      nothing herein contained shall preclude Investors or Summit from exercising
      its
      rights under this Agreement.

     

    Section
      5.05 Certain Agreements

     

    (a) For
      a
      period of six years from the Bank Merger Effective Date, and to the fullest
      extent permitted by law, Investors agrees to indemnify, defend and hold harmless
      each present and former director and officer of each Summit Party (the
“Indemnified Parties”) against all losses, claims, damages, costs, expenses
      (including reasonable attorneys’ fees and expenses), liabilities, judgments or
      amounts paid in settlement (with the approval of Investors, which approval
      shall
      not be unreasonably withheld) or in connection with any claim, action, suit,
      proceeding or investigation arising out of matters existing or occurring at
      or
      prior to the Bank Merger Effective Date (a “Claim”) in which an Indemnified
      Party is, or is threatened to be made, a party or a witness based in whole
      or in
      part on, or arising in whole or in part out of, the fact that such person is
      or
      was a director or officer of a Summit Party, regardless of whether such Claim
      is
      asserted or claimed prior to, at or after the Closing Date, to the fullest
      extent to which directors and officers of Summit are entitled under Federal
      law,
      or any Summit charter and bylaws, or other applicable law as in effect on the
      date hereof (and Investors shall pay expenses in advance of the final
      disposition of any such action or proceeding to each Indemnified Party to the
      maximum extent permissible by law, or Summit’ charters and bylaws; provided,
      that the person to whom expenses are advanced provides an undertaking to repay
      such expenses if it is ultimately determined by a Regulatory Authority or by
      a
      court of competent jurisdiction that such person is not entitled to
      indemnification). All rights to indemnification in respect of a Claim asserted
      or made within the period described in the preceding sentence shall continue
      until the final disposition of such Claim. 

     


    
      
         

      

      
        32

        
          

        

      

      
         

      

    


    


     

    (b) Any
      Indemnified Party wishing to claim indemnification under Section 5.05, upon
      learning of any Claim, shall promptly notify Investors, but the failure to
      so
      notify shall not relieve Investors of any liability it may have to such
      Indemnified Party except to the extent that such failure materially prejudices
      Investors. In the event of any Claim, (i) Investors shall have the right to
      assume the defense thereof (with counsel reasonably satisfactory to the
      Indemnified Party) and shall not be liable to the Indemnified Party for any
      legal expenses of other counsel or any other expenses subsequently incurred
      by
      the Indemnified Party in connection with the defense thereof, except that,
      if
      Investors elects not to assume such defense or counsel for the Indemnified
      Party
      advises that there are issues which raise conflicts of interest between
      Investors and the Indemnified Party, the Indemnified Party may retain counsel
      satisfactory to them, and Investors shall pay all reasonable fees and expenses
      of such counsel for the Indemnified Party promptly as statements therefor are
      received, provided further that Investors shall in all cases be obligated
      pursuant to this paragraph to pay for only one firm of counsel for all
      Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense
      of any such Claim and (iii) Investors shall not be liable for any settlement
      effected without its prior written consent (which consent shall not unreasonably
      be withheld). 

     

    (c) In
      the
      event Investors or any of its successors or assigns (i) consolidates with or
      merges into any other Person and shall not continue or survive such
      consolidation or merger, or (ii) transfers or conveys all or substantially
      all
      of its properties and assets to any Person, then, and in each such case, to
      the
      extent necessary, proper provision shall be made so that the successors and
      assigns of Investors assume the obligations set forth in this Section 5.05.
      

     

    (d) The
      provisions of this Section 5.05 are intended to be for the benefit of, and
      shall
      be enforceable by, each Indemnified Party and his or her heirs and
      representatives. Investors will consider the purchase of a “tail” policy on the
      current directors’ and officers’ insurance policy maintained by
      Summit.

     

    Section
      5.06 Duty to Advise; Duty to Update the Summit Disclosure
      Schedules

     

    Summit
      shall promptly advise Investors of any change or event having a Material Adverse
      Effect on Summit or which Summit believes would or would be reasonably likely
      to
      cause or constitute a material breach of any of its representations, warranties
      or covenants set forth herein. Summit shall update the Summit Disclosure
      Schedules as promptly as practicable after the occurrence of an event or fact
      that, if such event or fact had occurred prior to the date of this Agreement,
      would have been disclosed in the Summit Disclosure Schedules. The delivery
      of
      such updated Summit Disclosure Schedule shall not relieve Summit from any breach
      or violation of this Agreement and shall not have any effect for the purposes
      of
      determining the satisfaction of the condition set forth in Sections 6.03(c)
      hereof. 

     


    
      
         

      

      
        33

        
          

        

      

      
         

      

    


    


     

    Section
      5.07 Conduct of Investors’ Business

     

    (a) From
      the
      date of this Agreement to the Closing Date, Investors will use its best efforts
      to preserve its business organizations intact, maintain good relationships
      with
      employees, and preserve for itself the goodwill of customers of Investors.
      From
      the date of this Agreement to the Closing Date, Investors will not 

     

    (i) amend
      its
      charter or bylaws in any manner inconsistent with the prompt and timely
      consummation of the transactions contemplated by this Agreement; 

     

    (ii) take
      any
      action that would result in any of the representations and warranties of
      Investors set forth in Article IV of this Agreement becoming untrue as of any
      date after the date hereof or in any of the conditions set forth in Article
      VI
      hereof not being satisfied, except in each case as may be required by applicable
      law; 

     

    (iii) take
      any
      action that would or is reasonably likely to adversely affect or materially
      delay the receipt of the necessary approvals from the Regulatory Authorities;
      

     

    (iv) take
      action that would or is reasonably likely to materially and adversely affect
      Investors’ ability to perform its covenants and agreements under this Agreement;


     

    (v) take
      any
      action that would result in any of the conditions to the transactions
      contemplated by this Agreement not being satisfied; or 

     

    (vi) agree
      to
      do any of the foregoing. 

     

    Section
      5.08 Board and Committee Minutes

     

    The
      Summit Parties shall each provide to Investors, within ten (10) days after
      any
      meeting of their respective Board of Directors, or any committee thereof, or
      any
      senior management committee, a copy of the minutes of such meeting, except
      that
      with respect to any meeting held within ten (10) days of the Closing Date,
      such
      minutes shall be provided to each party prior to the Closing Date. Summit may
      exclude from the minutes matters (i) relating to merger negotiations, or (ii)
      relating to discussions of Summit of possible breaches of this Agreement by
      Investors. 

     

    Section
      5.09 Undertakings by the Parties

     

    (a)
      From
      and after the date of this Agreement:

     

    (i) Outside
      Service Bureau Contracts.
      If
      requested to do so by Investors, Summit Savings shall use its best efforts
      to
      obtain an extension of any contract with an outside service bureau or other
      vendor of services to Summit Savings, on terms and conditions mutually
      acceptable to Summit Savings and Investors Bank; 

     


    
      
         

      

      
        34

        
          

        

      

      
         

      

    


    


     

    (ii) Board
      Meetings.
      Each of
      the Summit Parties shall permit a representative of Investors to attend meetings
      of their Boards of Directors or the Executive Committees thereof (provided
      that
      they shall not be required to permit the Investors representative to remain
      present during any confidential discussion of the Agreement and the transactions
      contemplated thereby); 

     

    (iii) List
      of Nonperforming Assets.
      Summit
      Savings shall provide Investors Bank, within twenty (20) days of the end of
      each
      calendar month, a written list of nonperforming assets (the term “nonperforming
      assets,” for purposes of this subsection, means (i) loans that are “troubled
      debt restructuring” as defined in Statement of Financial Accounting Standards
      No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,”
(ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90)
      days or more past due as of the end of such month and (v) and impaired loans);
      and 

     

    (iv) Reserves
      and Merger-Related Costs.
      On or
      before the Merger Effective Date, and at the request of Investors, Summit
      Savings shall establish such additional accruals and reserves as may be
      necessary to conform the accounting reserve practices and methods (including
      credit loss practices and methods) of Summit Savings to those of Investors
      Bank
      (as such practices and methods are to be applied to Investors Bank from and
      after the Closing Date) and Investors Bank’s plans with respect to the conduct
      of the business of Summit Savings following the Mergers and otherwise to reflect
      expenses related to the Mergers and costs incurred by Summit Savings, provided,
      however, that no accrual or reserve made by Summit Savings or any Summit
      Subsidiary pursuant to this subsection, or any litigation or regulatory
      proceeding arising out of any such accrual or reserve, shall constitute or
      be
      deemed to be a breach or violation of any representation, warranty, covenant,
      condition or other provision of this Agreement or constitute a termination
      event
      within the meaning of Section 7.01(b) hereof. 

     

    (v)
       Members
      Meeting.
      If
      required by the OTS, Summit MHC shall submit this Agreement and/or the Mergers
      contemplated herein to its members for approval, and the Board of Directors
      of
      Summit MHC shall recommend approval of this Agreement to the members of Summit
      MHC. 

     

    (b) From
      and
      after the date of this Agreement, Investors and Summit shall each: 

     

    (i) Filings
      and Approvals.
      Cooperate with the other in the preparation and filing, as soon as practicable,
      of (A) the Applications, (B) any required Member Proxy Statement, (C) all other
      documents necessary to obtain any other approvals and consents required to
      effect the completion of the Merger and the transactions contemplated by this
      Agreement, and (D) all other documents contemplated by this Agreement;


     

    (ii) Public
      Announcements.
      Cooperate and cause their respective officers, directors, employees and agents
      to cooperate in good faith, consistent with their respective legal obligations,
      in the preparation and distribution of, and agree upon the form and substance
      of, any press release related to this Agreement and the transactions
      contemplated hereby, and any other public disclosures related thereto, including
      without limitation communications to stockholders, internal announcements and
      customer disclosures, but nothing contained herein shall prohibit either party
      from making any disclosure which its counsel deems necessary, provided that
      the
      disclosing party notifies the other party reasonably in advance of the timing
      and contents of such disclosure; 

     


    
      
         

      

      
        35

        
          

        

      

      
         

      

    


    


     

    (iii) Maintenance
      of Insurance.
      Maintain insurance in such amounts as are reasonable to cover such risks as
      are
      customary in relation to the character and location of its properties and the
      nature of its business; 

     

    (iv) Maintenance
      of Books and Records.
      Maintain books of account and records in accordance with GAAP applied on a
      basis
      consistent with those principles used in preparing the financial statements
      heretofore delivered; and 

     

    (v) Taxes.
      File
      all Federal, state, and local tax returns required to be filed by them on or
      before the date such returns are due (including any extensions) and pay all
      taxes shown to be due on such returns on or before the date such payment is
      due.


     

    Section
      5.10 Employee and Termination Benefits; Directors and
      Management

     

    (a) Employees
      and Employee Benefits.
      Except
      as otherwise provided in this Section 5.10, as of or after the Bank Merger
      Effective Date, and at Investors’ election and subject to the requirements of
      the IRC and ERISA, the Summit Employee Plans may continue to be maintained
      separately, consolidated, or terminated, provided that if any Summit Employee
      Plan is terminated, Continuing Employees (as defined below) who were
      participants in such Summit Employee Plan shall be eligible to participate
      in
      any Investors Employee Plan of a similar character (to the extent that one
      exists) without any gap in coverage. Investors may request that Summit terminate
      or freeze any Summit Employee Plan that is a tax-qualified plan under Section
      401(a) of the IRC, effective as of the Closing Date, by notice in writing issued
      to Summit no later than ninety (90) days, in the case of a defined benefit
      pension plan, and no later than thirty (30) days, in the case of a defined
      contribution plan, prior to the Closing Date. Summit employees who are
      participants in such Summit Employee Plan(s) and who continue employment with
      Investors (“Continuing Employees”) shall receive credit for service with Summit
      Savings for purposes of eligibility and vesting determination but not for
      benefit accrual purposes in any Investors Employee Plan for which such persons
      are eligible. It is the intention of Investors to permit Continuing Employees
      to
      participate in the Investors Employee Plans that are tax-qualified plans
      immediately following the Closing Date, however, nothing herein shall be
      construed to require Continuing Employees to receive a benefit accrual or
      contribution under a Summit Employee Plan and an Investors Employee Plan of
      the
      same type in for same year if such Summit Employee Plan has not been terminated.
      In the event of termination of any Summit Employee Plan that is tax-qualified
      under Section 401(a) of the IRC, Summit, prior to the Bank Merger Effective
      Date, or Investors, after the Bank Merger Effective Date, shall as soon as
      practicable apply for a favorable determination letter from the IRS with respect
      to such termination and shall not distribute the accrued benefit or account
      balances under such Summit Employee Plan, other than those distributions
      required by law, until receipt of such favorable determination letter. If the
      Summit qualified defined benefit pension plan is amended, frozen, terminated
      or
      otherwise curtailed (collectively, a "modification"), the right of each
      participant who has attained age 55 on or before the Closing Date to early
      retirement benefits under that plan, including specifically the subsidized
      early
      retirement benefit available to participants at or after age 60, shall be
      preserved as if such modification had not occurred. For purposes of determining
      the participant's eligibility for such early retirement benefits under the
      Summit pension plan, the participant shall receive credit for employment by
      Investors after the Closing Date, and the participant's age shall be determined
      as of his or her termination of employment by Investors, it being the intention
      of the parties that the participant may "grow in" to the subsidized early
      retirement benefit whether or not the pension plan is modified.

     


    
      
         

      

      
        36

        
          

        

      

      
         

      

    


    


     

    (b) In
      the
      event of any termination or consolidation of any Summit health, disability
      or
      life insurance plan with any Investors health, disability or life insurance
      plan, Investors shall make available to Continuing Employees and their
      dependents employer-provided health, disability or life insurance coverage
      on
      the same basis as it provides such coverage to Investors employees. Unless
      a
      Continuing Employee affirmatively terminates coverage under a Summit health,
      disability or life insurance plan prior to the time that such Continuing
      Employee becomes eligible to participate in the Investors health, disability
      or
      life insurance plan, no coverage of any of the Continuing Employees or their
      dependents shall terminate under any of the Summit health, disability or life
      insurance plans prior to the time such Continuing Employees and their dependents
      become eligible to participate in the health, disability or life insurance
      plans, programs and benefits common to all employees of Investors and their
      dependents. Preexisting conditions will be subject to the provisions provided
      under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
      A Continuing Employee’s service with Summit Savings shall also apply for
      purposes of satisfying any waiting periods, actively-at-work requirements,
      and
      evidence of insurability requirements. Continuing Employees who become covered
      under a Investors health plan shall be required to satisfy the deductible
      limitations of the Investors health plan for the plan year in which coverage
      commences, without offset for deductibles satisfied under the Summit health
      plan, except to the extent Summit or such Continuing Employee shall provide
      substantiation in a form satisfactory to Investors, of the dollar amount of
      such
      deductibles that have been satisfied for such Continuing Employees. In the
      event
      of a termination or consolidation of any Summit health plan, terminated Summit
      employees and qualified beneficiaries will have the right to continued coverage
      under group health plans of Investors in accordance with IRC Section 4980B(f)
      and ERISA Sections 601-609, consistent with the provisions of subsection (c)
      below. In the event of a termination of or consolidation of any Summit health
      plan with any Investors health plan, Continuing Employees will be required
      to
      seek reimbursement of claims arising prior to the Merger Effective Date from
      the
      Summit health plan and shall not be entitled to seek reimbursement of claims
      arising prior to the Bank Merger Effective Date from the Investors health
      plan.

     

    (c)
       Except
      as
      specifically set forth in this Section 5.10(e), nothing contained in this
      Agreement shall be construed to grant a contract of employment to any employee
      of Summit who becomes an employee of Investors. Following the Bank Merger
      Effective Date, it is the intention of Investors Bank to retain all Summit
      Savings employees at no less than their salaries in effect as of the date of
      this Agreement, with adjustments in positions and title to reflect the Mergers.
      Any Summit employee whose employment is terminated involuntarily (other than
      for
      cause) within one year of the Bank Merger Effective Date shall receive a lump
      sum severance payment from Summit Savings or Investors equal to two weeks pay
      at
      the rate then in effect, for each full year of employment with Summit Savings,
      up to a maximum of twelve weeks. Such Summit employees will have the right
      to
      continued health coverage under group health plans of Investors in accordance
      with IRC Section 4980B(f) and ERISA Sections 601-609.

     


    
      
         

      

      
        37

        
          

        

      

      
         

      

    


    


     

    (d) Effective
      as of the Closing Date, Investors Savings shall establish the Summit, New Jersey
      Advisory Board (the “Advisory Board”). Each person who serves on the Board of
      Directors of Summit Savings (except for the director who will join the Investors
      Boards of Directors pursuant to Section 2.03 of this Agreement) or is a Director
      Emeritus of Summit Savings both on the date of this Agreement and immediately
      prior to the Bank Merger Effective Date, shall be appointed to the Advisory
      Board effective immediately following the Bank Merger Effective Date. The
      Advisory Board shall meet quarterly, and each advisory board member shall
      receive an annual advisory board fee of $24,000. The Advisory Board shall be
      continued for a period of at least one year, although it is the intent of
      Investors Bank to maintain the Advisory Board for a five-year
      period.

     

    (e) Investors
      Bancorp or Investors Bank will offer an employment agreement to William V.
      Cosgrove substantially in the form attached to Investors Disclosure Schedule
      5.10(e). Investors Bank will offer Change in Control Agreements to the following
      Summit Savings employees: Janice Brody, Lisa James, Eric Benson and Anabella
      Portee. Such agreements shall be substantially in the form attached to Investors
      Disclosure Schedule 5.10(e). 

     

    (f) Investors
      and Summit Savings shall honor all obligations of Summit to Ms. Janice Brody
      and
      to Messrs. Cosgrove, and Petroski under the Summit Supplemental Executive
      Retirement Plan, a copy of which is attached to Summit Disclosure Schedule
      5.10(f). Each executive currently participating in the Summit Supplemental
      Executive Retirement Plan shall receive an annual benefit equal to the amount,
      and at the time, set forth in Summit Disclosure Schedule 5.10(f). Such annual
      benefit shall be paid to each such executive officer, and to his or her
      beneficiary in the event of his or her death, pursuant to the applicable
      provisions of the Summit Supplemental Retirement Plan in effect on the Bank
      Merger Effective Date. The Summit Supplemental Executive Retirement Plan shall
      be amended, prior to the Bank Merger Effective Date, to comply with Section
      409A
      of the IRC, provided however, that any such amendment that would alter the
      time
      or form of benefit payments, must be approved in advance by
      Investors.

     

    (g) Investors
      and Summit Savings shall honor all obligations under the Summit Federal Savings
      Bank Directors Retirement Plan, a copy of which plan is attached to Summit
      Disclosure Schedule 5.10(g). Each Director currently participating in the Summit
      Federal Savings Bank Directors Retirement Plan (except for Mr. Cosgrove) shall
      receive an annual benefit equal to the amount, and at the time, set forth in
      Summit Disclosure Schedule 5.10(g). Directors Emeritus do not qualify for
      benefits under the Summit Federal Savings Bank Directors Retirement Plan. Such
      annual benefit shall be paid to each Director, and to his or her beneficiary
      in
      the event of his or her death, pursuant to the applicable provisions of the
      Directors Retirement Plan in effect on the Bank Merger Effective Date.



    
      
         

      

      
        38

        
          

        

      

      
         

      

    


    


    (h) The
      President of Summit Savings shall be entitled to select employees of Summit
      Savings, other than the President, whose continued employment through the date
      that is 30 days following the Bank Merger Effective Date shall be deemed to
      be
      necessary by the President of Summit Savings for the continued successful
      operation of the business of Summit Savings through the Bank Merger Effective
      Date and for the transition period immediately thereafter. Those Summit Savings
      employees selected by the President of Summit Savings shall be entitled to
      share
      in a retention bonus, the aggregate amount of which shall not exceed $476,396
      and the maximum amount to any one individual shall not exceed $50,000.


    


    (i) Until
      the
      Bank Merger Effective Date, Summit shall be liable for all obligations for
      continued health coverage pursuant to Section 4980B of the IRC and Sections
      601
      through 609 of ERISA (“COBRA”) with respect to each Summit Savings qualifying
      beneficiary (as defined in COBRA) who incurs a qualifying event (as defined
      in
      COBRA) before the Bank Merger Effective Date. Investors shall be liable for
      (i)
      all obligations for continued health coverage under COBRA with respect to each
      Summit Savings qualified beneficiary (as defined in COBRA) who incurs a
      qualifying event (as defined in COBRA) from and after the Bank Merger Effective
      Date, and (ii) for continued health coverage under COBRA from and after the
      Bank
      Merger Effective Date for each Summit Savings qualified beneficiary who incurs
      a
      qualifying event before the Bank Merger Effective Date. 

    


    Section
      5.11 Duty to Advise; Duty to Update the Investors Disclosure
      Schedules

     

    Investors
      shall promptly advise Summit of any change or event having a Material Adverse
      Effect on Investors or which Investors believes would or would be reasonably
      likely to cause or constitute a material breach of any of its representations,
      warranties or covenants set forth herein. Investors shall update the Investors
      Disclosure Schedules as promptly as practicable after the occurrence of an
      event
      or fact that, if such event or fact had occurred prior to the date of this
      Agreement, would have been disclosed in the Investors Disclosure Schedules.
      The
      delivery of such updated Investors Disclosure Schedule shall not relieve
      Investors from any breach or violation of this Agreement and shall not have
      any
      effect for the purposes of determining the satisfaction of the condition set
      forth in Sections 6.02(c) hereof. 

     

    Section
      5.12 Summit Savings Branches.

     

    It
      is the
      intention of Investors Bank to retain all Summit Savings branches following
      the
      Mergers, with a view toward increasing customer access and improving the quality
      of service.

     


    
      
         

      

      
        39

        
          

        

      

      
         

      

    


    


     

    ARTICLE
      VI

    CONDITIONS

    


    Section
      6.01 Conditions to the Obligations of Both Parties Under this
      Agreement

     

    The
      respective obligations of each Party under this Agreement shall be subject
      to
      the fulfillment at or prior to the Closing Date of the following conditions,
      none of which may be waived:

    


    (a) Injunctions.
      None of
      the Parties hereto shall be subject to any order, decree or injunction of a
      court or agency of competent jurisdiction, and no statute, rule or regulation
      shall have been enacted, entered, promulgated, interpreted, applied or enforced
      by any Regulatory Authority, that enjoins or prohibits the consummation of
      the
      transactions contemplated by this Agreement;

    


    (b) Regulatory
      Approvals.
      . The
      Mergers shall have received all required approvals of Regulatory Authorities,
      and all notice and waiting periods required thereunder shall have expired or
      been terminated;

    


    (c) Approval
      of the Members of Summit MHC.
      This
      Agreement and the transactions contemplated hereby, shall have been approved,
      to
      the extent required by the Regulatory Authorities, by the members of Summit
      MHC
      by such vote as is required;

    


    (d) Tax
      Opinion. On
      the
      basis of facts, representation and assumptions which shall be consistent with
      the state of facts existing at the Closing Date, the Parties shall have received
      an opinion of Luse Gorman Pomerenk & Schick, P.C. substantially to the
      effect that, for Federal income tax purposes each of the Mergers when
      consummated in accordance with the terms hereof, either will constitute a
      reorganization within the meaning of Section 368(a) of the Code or will be
      treated as part of a reorganization within the meaning of Section 368(a) of
      the
      Code, and there will be no adverse tax consequences to the Parties or their
      depositors or stockholders;

    


    Section
      6.02 Conditions to the Obligations of Summit Under this
      Agreement

     

    The
      obligations of Summit under this Agreement shall be subject to satisfaction
      at
      or prior to the Closing Date of each of the following conditions, unless waived
      by Summit pursuant to Section 8.03 hereof: 

     

    (a) Corporate
      Proceedings.
      All
      action required to be taken by, or on the part of, Investors to authorize the
      execution, delivery and performance of this Agreement, and the consummation
      of
      the transactions contemplated by this Agreement, shall have been duly and
      validly taken by Investors, and Summit shall have received certified copies
      of
      the resolutions evidencing such authorizations; 

     


    
      
         

      

      
        40

        
          

        

      

      
         

      

    


    


     

    (b) Covenants.
      The
      obligations and covenants of Investors required by this Agreement to be
      performed by Investors at or prior to the Closing Date shall have been duly
      performed and complied with in all material respects; 

     

    (c) Representations
      and Warranties.
      Each of
      the representations and warranties of Investors in this Agreement which is
      qualified as to materiality shall be true and correct, and each such
      representation or warranty that is not so qualified shall be true and correct
      in
      all material respects, in each case as of the date of this Agreement, and
      (except to the extent such representations and warranties speak as of an earlier
      date) as of the Closing Date; 

     

    (d) Approvals
      of Regulatory Authorities.
      The
      Mergers shall have received all required approvals of Regulatory Authorities
      without the imposition of any condition requiring a material change in Sections
      2.01(b), 2.03 or 5.10 of this Agreement; 

     

    (e) No
      Material Adverse Effect.
      Since
      December 31, 2006, there shall not have occurred any Material Adverse Effect
      with respect to Investors Bancorp;

     

    (f) Officer’s
      Certificate.
      Investors shall have delivered to Summit Savings a certificate, dated the
      Closing Date and signed, without personal liability, by its chairman of the
      board or president, to the effect that the conditions set forth in subsections
      (a) through (e) of this Section 6.02 have been satisfied, to the best knowledge
      of the officer executing the same; 

     

    Section
      6.03 Conditions to the Obligations of Investors Under this
      Agreement

     

    The
      obligations of Investors hereunder shall be subject to satisfaction at or prior
      to the Closing Date of each of the following conditions, unless waived by
      Investors pursuant to Section 8.03 hereof: 

     

    (a) Corporate
      Proceedings.
      All
      action required to be taken by, or on the part of, Summit to authorize the
      execution, delivery and performance of this Agreement, and the consummation
      of
      the transactions contemplated by this Agreement, shall have been duly and
      validly taken by Summit and Investors shall have received certified copies
      of
      the resolutions evidencing such authorizations; 

     

    (b) Covenants.
      The
      obligations and covenants of Summit required by this Agreement to be performed
      at or prior to the Closing Date shall have been duly performed and complied
      with
      in all material respects; 

     

    (c) Representations
      and Warranties.
      Each of
      the representations and warranties of Summit in this Agreement which is
      qualified as to materiality shall be true and correct, and each such
      representation or warranty that is not so qualified shall be true and correct
      in
      all material respects, in each case as of the date of this Agreement, and
      (except to the extent such representations and warranties speak as of an earlier
      date) as of the Closing Date. 

     

    (d) Approvals
      of Regulatory Authorities.
      The
      Merger shall have received all required approvals of Regulatory Authorities
      without the imposition of any conditions adversely affecting in a material
      respect the economic benefit Investors reasonably expects to accrue in the
      transaction, excluding standard conditions that are normally imposed by the
      Regulatory Authorities in merger transactions; 

     


    
      
         

      

      
        41

        
          

        

      

      
         

      

    


    


     

    (e) No
      Material Adverse Effect.
      Since
      December 31, 2006, there shall not have occurred any Material Adverse Effect
      with respect to Summit MHC, Summit Bankshares and/or Summit Savings;
      and

     

    (f) Officer’s
      Certificate.
      Summit
      shall have delivered to Investors a certificate, dated the Closing Date and
      signed, without personal liability, by the chairman of the board or president
      of
      each, to the effect that the conditions set forth in subsections (a) through
      (e)
      of this Section 6.03 have been satisfied, to the best knowledge of the officer
      executing the same. 

     

    ARTICLE
      VII

    TERMINATION,
      WAIVER AND AMENDMENT

    


    Section
      7.01 Termination

     

    This
      Agreement may be terminated on or at any time prior to the Closing
      Date:

     

    (a) By
      the
      mutual written consent of the parties hereto;

     

    (b) By
      either
      Investors, or Summit acting individually:

     

    (i) if
      there
      shall have been a material breach of any representation, warranty, covenant
      or
      other obligation of the other party and the breach cannot be, or shall not
      have
      been, remedied within thirty (30) days after receipt by such other party of
      notice in writing specifying the nature of such breach and requesting that
      it be
      remedied; 

     

    (ii) if
      the
      Closing Date shall not have occurred on or before June 30, 2008, unless the
      failure of such occurrence shall be due to the failure of the party seeking
      to
      terminate this Agreement to perform or observe its obligations set forth in
      this
      Agreement required to be performed or observed by such party on or before the
      Closing Date; provided, however, the parties shall in good faith agree to extend
      such deadline for a period of an additional sixty (60) days thereafter in the
      event that such parties determine that it is reasonably likely that such Closing
      Date will in fact occur during such extension period. 

     

    (iii) if
      either
      party has been informed in writing by a Regulatory Authority whose approval
      or
      consent has been requested that such approval or consent is denied, or is
      granted subject to any change that adversely affects in a material respect
      the
      economic benefit that either Party reasonably expects to accrue in the
      transactions unless the failure of such occurrence shall be due to the failure
      of the Party seeking to terminate this Agreement to perform or observe its
      agreements set forth herein required to be performed or observed by such party
      on or before the Closing Date; and

     


    
      
         

      

      
        42

        
          

        

      

      
         

      

    


    


     

    (iv) if
      any
      approval of the members of Summit MHC required for the consummation of the
      Mergers shall not have been obtained by reason of the failure to obtain the
      required vote at a duly held meeting of members, or at any adjournment or
      postponement thereof.

     

    Section
      7.02 Effect of Termination

     

    Except
      as
      otherwise provided in this Agreement, if this Agreement is terminated pursuant
      to Section 7.01 hereof, this Agreement shall forthwith become void (other than
      the confidentiality provisions of Section 5.02(a) and Sections 8.01, 8.02,
      8.04,
      8.06, 8.10 and 8.11 hereof, which shall remain in full force and effect), and
      there shall be no further liability on the part of Investors or Summit to the
      other, except that no party shall be relieved or released from any liabilities
      or damages arising out of its willful breach of any provision of this Agreement.
      

     

    ARTICLE
      VIII

    MISCELLANEOUS

    


    Section
      8.01 Expenses

     

    Except
      as
      provided herein, each party hereto shall bear and pay all costs and expenses
      incurred by it in connection with the transactions contemplated hereby,
      including fees and expenses of its own financial consultants, accountants and
      counsel. 

     

    Section
      8.02 Non-Survival of Representations and Warranties

     

    All
      representations, warranties and, except to the extent specifically provided
      otherwise herein, agreements and covenants shall terminate on the Closing Date,
      other than those covenants set forth in Sections 2.03, 5.05 and 5.10, which
      will
      survive the Merger.

     

    Section
      8.03 Amendment, Extension and Waiver

     

    Subject
      to applicable law, at any time prior to the consummation of the transactions
      contemplated by this Agreement, the parties may (a) amend this Agreement, (b)
      extend the time for the performance of any of the obligations or other acts
      of
      either party hereto, (c) waive any inaccuracies in the representations and
      warranties contained herein or in any document delivered pursuant hereto, or
      (d)
      waive compliance with any of the agreements or conditions contained in Articles
      V and VI hereof or otherwise. This Agreement may not be amended except by an
      instrument in writing authorized by the respective Boards of Directors and
      signed by duly authorized officers on behalf of the parties hereto. Any
      agreement on the part of a party hereto to any extension or waiver shall be
      valid only if set forth in an instrument in writing signed by a duly authorized
      officer on behalf of such party, but such waiver or failure to insist on strict
      compliance with such obligation, covenant, agreement or condition shall not
      operate as a waiver of, or estoppel with respect to, any subsequent or other
      failure. 

     


    
      
         

      

      
        43

        
          

        

      

      
         

      

    


    


     

    Section
      8.04 Entire Agreement;
      No
      Third Party Beneficiaries

     

    (a)
      Except as set forth in this Agreement, this Agreement, including the documents
      and other writings referred to herein or delivered pursuant hereto, contains
      the
      entire agreement and understanding of the parties with respect to its subject
      matter. Except as set forth in this Agreement, this Agreement supersedes all
      prior arrangements and understandings between the parties, both written and
      oral, with respect to its subject matter. 

     

    (b)
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors; provided, however, that nothing in this
      Agreement, expressed or implied, is intended to confer upon any party, other
      than the Parties hereto and their respective successors, any rights, remedies,
      obligations or liabilities other than as otherwise provided pursuant to Sections
      2.03, 5.05 and 5.10(d)-(h). 

     

    Section
      8.05 No Assignment

     

    Neither
      party hereto may assign any of its rights or obligations hereunder to any other
      person, without the prior written consent of the other party hereto.


     

    Section
      8.06 Notices

     

    All
      notices or other communications hereunder shall be in writing and shall be
      deemed given if delivered personally, mailed by prepaid registered or certified
      mail (return receipt requested), or sent by telecopy, addressed as
      follows:

     

    (a)
      If to
      Investors to:

    


    Investors
      Bancorp, Inc.

    101
      JFK
      Parkway

    Short
      Hills, New Jersey 07078

    Attn:
      Robert M. Cashill

    President
      and CEO

    Fax:
      (973) 924-5192

    


    with
      a
      copy to:

    


    Luse
      Gorman Pomerenk & Schick

    5335
      Wisconsin Avenue, NW

    Washington,
      DC 20016

    Attn:      
      John
      J.
      Gorman, Esq.

    Eric
      Luse, Esq.

    Fax:
      (202) 362-2902


    
      
         

      

      
        44

        
          

        

      

      
         

      

    


    


    (b)
      If to
      Summit to:

    


    Summit
      Federal Bankshares, Inc.

    393
      Springfield Avenue

    Summit,
      New Jersey 07901

    Attn:
      William V. Cosgrove

    President
      and Chief Executive Officer

    Fax:
      (908) 273-3209

    


    with
      a
      copy to:

    


    McCarter
      & English, LLP

    Four
      Gateway Center 

    100
      Mulberry Street

    Newark,
      New Jersey 07102

    Attn:
      Michael M. Horn, Esq.

    Fax:
      (973) 624-7070

    


    Section
      8.07 Captions

     

    The
      captions contained in this Agreement are for reference purposes only and are
      not
      part of this Agreement.

     

    Section
      8.08 Counterparts

     

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one agreement.

     

    Section
      8.09 Severability

     

    If
      any
      provision of this Agreement or the application thereof to any person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provisions to other persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law. If however, any provision of this Agreement
      is
      held invalid by a court of competent jurisdiction, then the parties hereto
      shall
      in good faith amend this Agreement to include an alternative provision that
      accomplishes a result that is as substantially similar to the result originally
      intended as possible. 

     

    Section
      8.10 Governing Law

     

    This
      Agreement shall be governed by and construed in accordance with the domestic
      internal law (including the law of conflicts of law) of the State of Delaware,
      the state of incorporation of Investors Bancorp, except to the extent that
      Federal law shall be deemed to preempt such State law. 

     


    
      
         

      

      
        45

        
          

        

      

      
         

      

    


    


     

    Section
      8.11 Specific Performance

     

    The
      parties hereto agree that irreparable damage would occur in the event that
      the
      provisions contained in this Agreement were not performed in accordance with
      its
      specific terms or was otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions thereof
      in
      any court of the United States or any state having jurisdiction, this being
      in
      addition to any other remedy to which they are entitled at law or in
      equity.

     

    Section
      8.11 Interpretation 

     

    The
      table
      of contents, index and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Whenever the words “include”, “includes” or “including” are used
      in this Agreement, they shall be deemed to be followed by the words “without
      limitation”. The phrases “the date of this Agreement”, “the date hereof” and
      terms of similar import, unless the context otherwise requires, shall be deemed
      to refer to the date set forth in the Recitals to this Agreement. The Parties
      have participated jointly in the negotiation and drafting of this Agreement.
      In
      the event an ambiguity or question of intent or interpretation arises, this
      Agreement shall be construed as if drafted jointly by the parties and no
      presumption or burden of proof shall arise favoring or disfavoring any Party
      by
      virtue of the authorship of any of the provisions of this
      Agreement.


    
      
         

      

      
        46

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be executed by their duly authorized
      officers as of the day and year first above written.

    


    
      	 	
              INVESTORS
                SAVINGS BANK

            
	 	 
	 	
              /s/
                Robert M. Cashill

            
	 	
              By:
                Robert M. Cashill, President

            
	 	 
	 	 
	 	
              INVESTORS
                BANCORP, INC.

            
	 	 
	 	
              /s/
                Robert M. Cashill

            
	 	
              By:
                Robert M. Cashill, President

            
	 	 
	 	 
	 	
              INVESTORS
                BANCORP, MHC

            
	 	 
	 	
              /s/
                Robert M. Cashill

            
	 	
              By:
                Robert M. Cashill, President

            
	 	 
	 	 
	 	 
	 	
              SUMMIT
                FEDERAL SAVINGS BANK

            
	 	 
	 	
              /s/
                William V. Cosgrove

            
	 	
              By:
                William V. Cosgrove, President

            
	 	 
	 	 
	 	 
	 	
              SUMMIT
                FEDERAL BANKSHARES, INC.

            
	 	 
	 	
              /s/
                William V. Cosgrove

            
	 	
              By:
                William V. Cosgrove, President

            
	 	 
	 	 
	 	 
	 	
              SUMMIT
                FEDERAL BANKSHARES, MHC

            
	 	 
	 	
              /s/
                William V. Cosgrove

            
	 	
              By:
                William V. Cosgrove, President

            


    

    


    


    
      
         

      

      
        47