SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM 10-K

(Mark One)
[X]  Annual report pursuant to section 13 OR 15(d) of  the  Securities  Exchange
     Act of 1934

     For the fiscal year ended                   June 30, 2005
                               ---------------------------------------------

                                     - or -

[X]  Transition  Report  pursuant  to  section  13 OR  15(d)  of the  Securities
     Exchange Act of 1934

     For the transition period from          to
                                    --------    --------

                           Commission Number: 0-51093

                             Kearny Financial Corp.
                             ----------------------
             (Exact name of Registrant as specified in its Charter)

            United States                                        22-3803741
---------------------------------------------                 ----------------
(State or other jurisdiction of incorporation                 (I.R.S. Employer
  or organization)                                           Identification No.)

120 Passaic Avenue, Fairfield, New Jersey                          07004
-----------------------------------------                          -----
(Address of principal executive offices)                          Zip Code

Registrant's telephone number, including area code:     (973) 244-4500
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:        None
                                                                ----------

Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.   YES [ ]   NO [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.  YES [ ]   NO [X]

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  YES [X]   NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
Large accelerated filer [ ]   Accelerated filer [ ]    Non-accelerated filer [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act).  [ ] YES   [X] NO

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates of the Registrant on December 31, 2004 was $0.

As of September 26, 2005 there were issued and outstanding  72,737,500 shares of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of  the  Proxy   Statement   for  the  2005  Annual   Meeting  of
     Stockholders. (Part III)

<PAGE>

                     EXPLANATORY NOTE: REASON FOR AMENDMENT
                     --------------------------------------

         Kearny  Financial Corp. (the "Company") is filing this amendment to its
Annual  Report on Form 10-K for the year ended June 30,  2005 in order to revise
its  presentation of net income per common share.  There have been no changes to
previously  reported  total net income for any period.  Only share and per share
amounts are being restated.

         The effective date of the Company's initial public offering (the "IPO")
was February 23, 2005, and a total of 72,737,500 shares were issued.  The 10,000
shares  issued  to the  mutual  holding  company,  Kearny  MHC (the  "MHC"),  in
connection with the mutual holding company reorganization completed in 2001 were
"replaced" with 50,916,250  shares,  representing 70% of the total shares issued
in the IPO. The remaining 30% of the shares issued,  totaling 21,821,250 shares,
were sold in the IPO to the public.

         In the Company's Form 10-K for the year ended June 30, 2005  previously
filed with the Securities and Exchange Commission  ("SEC"),  the presentation of
basic and  diluted  net  income  per share  assumed  the  effective  date of the
transaction  was July 1, 2004.  Additionally,  basic and  diluted net income per
share for fiscal 2004,  2003, 2002 and 2001 were not  retroactively  adjusted to
reflect  that 70% of the  shares  issued in the IPO were a  replacement  for the
10,000 shares held by the MHC before the IPO.

         At the request of the staff of the SEC,  the Company is  restating  its
share and per share  computations  for the five years ended June 30,  2005.  The
share and per share  data for the year  ended  June 30,  2005 has been  restated
based on a weighted average number of shares  outstanding  beginning on February
23,  2005,  the  date the  Company's  initial  public  offering  was  completed.
Additionally,  the share and per share data for the four fiscal years ended June
30, 2004 has been  restated to reflect the  replacement  of the MHC's  shares in
connection with the IPO.

Item 6.  Selected Financial Data
--------------------------------

         The following financial  information and other data in this section for
the years  ended  June 30,  2005,  2004 and 2003 is derived  from the  Company's
audited  consolidated  financial statements and should be read together with the
consolidated financial statements and the notes thereto contained in this Annual
Report on Form 10-K. The  information at and for the year ended June 30, 2001 is
derived from unaudited  consolidated  financial  statements of the Company.  The
Company acquired  Pulaski Bancorp,  Inc. in October 2002 and West Essex Bancorp,
Inc.  in July  2003.  For an  explanation  of the  accounting  treatment  of the
acquisitions, see Note 2 to the consolidated financial statements.

                                      -1-

<PAGE>

<TABLE>
<CAPTION>
                                                                      For the Year Ended June 30,
                                                  --------------------------------------------------------------------
                                                        2005            2004         2003          2002         2001
                                                        ----            ----         ----          ----         ----
                                                                   (In Thousands, Except Per Share Data)
<S>                                                  <C>            <C>           <C>           <C>          <C>
Per Share Data:
Net income per share - basic (as restated)........     $ 0.33         $ 0.25        $ 0.08        $ 0.32       $ 0.28
Net income per share - diluted (as restated)......     $ 0.33         $ 0.25        $ 0.08        $ 0.32       $ 0.28
Weighted average number of common
    Shares outstanding - basic (as restated)......     57,963         50,916        50,916        50,916       50,916
Weighted average number of common
    Shares outstanding - diluted (as restated)....     57,963         50,916        50,916        50,916       50,916
Cash dividends per share (1)......................     $   --         $   --        $ 0.02        $ 0.02       $ 0.02
</TABLE>
_____________________
(1)  Cash dividends paid per share represents the aggregate of dividends paid by
     Kearny Financial Corp., West Essex Bancorp, Inc., and Pulaski Bancorp, Inc.
     to the  minority  stockholders  of West Essex  Bancorp,  Inc.  and  Pulaski
     Bancorp,  Inc. divided by the outstanding  shares of Kearny Financial Corp.
     common stock.

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

         The Company's financial statements are contained in this amended Annual
Report on Form 10-K immediately following Item 15.

Item 15.  Exhibits and Financial Statement Schedules
----------------------------------------------------

(1)  The following  financial  statements and the independent  auditors'  report
 appear in this Annual Report on Form 10-K immediately after this Item 15:

<TABLE>
<CAPTION>
<S>    <C>
          Report of Independent Registered Public Accounting Firm
          Consolidated Statements of Financial Condition as of June 30, 2005 and 2004
          Consolidated Statements of Income for the Years Ended June 30, 2005, 2004 and 2003
          Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
            June 30, 2005, 2004 and 2003
          Consolidated Statements of Cash Flows for the Years Ended June 30, 2005, 2004
            and 2003
          Notes to Consolidated Financial Statements
</TABLE>

(2) All schedules are omitted  because they are not required or  applicable,  or
the required  information is shown in the consolidated  financial  statements or
the notes thereto.

(3) The following exhibits are filed as part of this report:

                  11       Statement regarding computation of earnings per share
                  23      Consent of Beard Miller Company LLP


                                      -2-

<PAGE>
                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL REPORT


                                  JUNE 30, 2005



<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
TABLE OF CONTENTS


                                                                       PAGE NO.

CONSOLIDATED FINANCIAL STATEMENTS:

     Report of Independent Registered Public Accounting Firm            F-1

     Consolidated Statements of Financial Condition                     F-2

     Consolidated Statements of Income                                  F-3

     Consolidated Statements of Changes in Stockholders' Equity         F-4

     Consolidated Statements of Cash Flows                              F-6

     Notes to Consolidated Financial Statements                         F-8


<PAGE>

BEARD MILLER COMPANY LLP
--------------------------------------------
Certified Public Accountants and Consultants




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Kearny Financial Corp. and Subsidiaries


         We have audited the accompanying  consolidated  statements of financial
condition of Kearny  Financial Corp. (the "Company") and Subsidiaries as of June
30, 2005 and 2004, and the related consolidated statements of income, changes in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended June 30, 2005.  These  consolidated  financial  statements  are the
responsibility  of management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

         We conducted  our audits in accordance  with auditing  standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.

         In our opinion,  the consolidated  financial  statements referred to in
the second preceding  paragraph  present fairly, in all material  respects,  the
consolidated financial position of Kearny Financial Corp. and Subsidiaries as of
June 30, 2005 and 2004,  and the  consolidated  results of their  operations and
cash flows for each of the years in the  three-year  period ended June 30, 2005,
in conformity with accounting principles generally accepted in the United States
of America.


                                              /s/Beard Miller Company LLP



Pine Brook, New Jersey
July 29, 2005


                                      F-1

<PAGE>

<TABLE>
<CAPTION>
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                                                     June 30,
                                                                                            ---------------------------
                                                                                                2005           2004
                                                                                            -------------  ------------
                                                                                            (In Thousands, Except Share
                                                                                                and Per Share Data)
                                     ASSETS
<S>                                                                                      <C>                   <C>
   Cash and amounts due from depository institutions                                       $     16,683          $    21,008
   Interest-bearing deposits in other banks                                                     123,182               18,480
                                                                                           ------------          -----------

       Cash and Cash Equivalents                                                                139,865               39,488

   Securities available for sale                                                                 33,591               41,564
   Investment securities held to maturity                                                       470,098              435,870
   Loans receivable, including net deferred loan costs 2005 $815; 2004 $758                     563,434              510,938
      Less allowance for loan losses                                                             (5,416)              (5,144)
                                                                                           ------------          -----------

       Net Loans Receivable                                                                     558,018              505,794

   Mortgage-backed securities held to maturity                                                  758,121              771,353
   Premises and equipment                                                                        34,977               26,649
   Federal Home Loan Bank of New York stock ("FHLB")                                             11,361               11,392
   Interest receivable                                                                           10,430                9,861
   Goodwill                                                                                      82,263               82,263
   Other assets                                                                                   8,281               12,284
                                                                                           ------------          -----------

       Total Assets                                                                        $  2,107,005          $ 1,936,518
                                                                                           ============          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES

   Deposits:
      Non-interest bearing                                                                 $     56,142          $    55,377
      Interest bearing                                                                        1,472,635            1,482,133
                                                                                           ------------          -----------

       Total Deposits                                                                         1,528,777            1,537,510

   Advances from FHLB                                                                            61,687               94,234
   Advance payments by borrowers for taxes                                                        4,627                4,224
   Other liabilities                                                                              6,432                7,045
                                                                                           ------------          -----------

       Total Liabilities                                                                      1,601,523            1,643,013
                                                                                           ------------          -----------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.10 par value; 25,000,000 shares authorized; non-issued and
      outstanding                                                                                     -                    -
   Common stock, $0.10 par value; 75,000,000 shares authorized; 2005 72,737,500 shares
      and 2004 10,000 shares issued and outstanding                                               7,274                    1
   Paid-in capital                                                                              207,838                  499
   Retained earnings - substantially restricted                                                 301,857              282,959
   Unearned Employee Stock Ownership Plan shares                                                (16,972)                   -
   Accumulated other comprehensive income                                                         5,485               10,046
                                                                                           ------------          -----------

       Total Stockholders' Equity                                                               505,482              293,505
                                                                                        ---------------      ---------------

       Total Liabilities and Stockholders' Equity                                       $     2,107,005      $     1,936,518
                                                                                        ===============      ===============
See notes to consolidated  financial statements.
----------------------------------------------------------------------------------------------------------------------------

                                      F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME

                                                                                      Years Ended June 30,
                                                                           ----------------------------------------------------
                                                                              2005                2004                 2003
                                                                           ----------          ----------           ----------
                                                                                   (In Thousands, Except Per Share Data)
<S>                                                                         <C>                <C>                 <C>
INTEREST INCOME
   Loans                                                                      $29,311            $28,919             $36,673
   Mortgage-backed securities                                                  33,954             33,980              47,764
   Investment and available for sale securities                                16,536             14,426               9,133
   Other interest-earning assets                                                2,640              1,329               2,922
                                                                           ----------          ---------            --------

       Total Interest Income                                                   82,441             78,654              96,492
                                                                           ----------          ---------            --------

INTEREST EXPENSE
   Deposits                                                                    26,532             28,082              39,908
   Borrowings                                                                   3,890              4,018               4,787
                                                                           ----------          ---------            --------

       Total Interest Expense                                                  30,422             32,100              44,695
                                                                           ----------          ---------            --------

       Net Interest Income                                                     52,019             46,554              51,797

PROVISION FOR LOAN LOSSES                                                          68                  -                   -
                                                                           ----------          ---------            --------

       Net Interest Income after Provision for Loan Losses                     51,951             46,554              51,797
                                                                           ----------          ---------            --------

NON-INTEREST  INCOME
   Fees and service charges                                                       712                681               1,002
   Gain on sale of available for sale securities                                7,705                  -                   -
   Miscellaneous                                                                1,086                879                 845
                                                                           ----------          ---------            --------

       Total Non-Interest Income                                                9,503              1,560               1,847
                                                                           ----------          ---------            --------

NON-INTEREST EXPENSES
   Salaries and employee benefits                                              20,790             16,522              16,962
   Net occupancy expense of premises                                            3,163              2,523               2,376
   Equipment                                                                    3,931              3,453               3,142
   Advertising                                                                  1,176                861                 861
   Federal insurance premium                                                      554                587                 620
   Amortization of intangible assets                                              636                636                 636
   Directors' fees                                                                886                827                 818
   Merger related expenses                                                          -                592              14,921
   Miscellaneous                                                                3,726              3,471               4,016
                                                                           ----------          ---------            --------

       Total Non-Interest Expenses                                             34,862             29,472              44,352
                                                                           ----------          ---------            --------

       Income before Income Taxes                                              26,592             18,642               9,292

INCOME TAXES                                                                    7,694              5,745               5,237
                                                                           ----------          ---------            --------

       Net Income                                                             $18,898            $12,897            $  4,055
                                                                           ==========          =========            ========

NET INCOME PER COMMON SHARE
   Basic (As restated)                                                          $0.33              $0.25               $0.08
                                                                           ==========          =========            ========

   Diluted (As restated)                                                        $0.33              $0.25               $0.08
                                                                           ==========          =========            ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   Basic (As restated)                                                         57,963             50,916              50,916
                                                                           ==========         ==========            ========

   Diluted (As restated)                                                       57,963             50,916              50,916
                                                                           ==========         ==========            ========

See notes to consolidated financial statements.
----------------------------------------------------------------------------------------------------------------------------
                                       F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended June 30, 2005, 2004, and 2003

                                                          Retained                                            Accumulated
                          Common Stock                    Earnings -                 Unearned                   Other
                         ---------------      Paid-In  Substantially   Unearned     Incentive     Treasury Comprehensive
                         Shares   Amount      Capital   Restricted    ESOP Shares  Plan Shares      Stock     Income        Total
                         ------   ------      -------   ----------    -----------  -----------      -----     ------        -----
                                                                             (In Thousands)

<S>                       <C>       <C>      <C>          <C>             <C>        <C>         <C>            <C>      <C>
BALANCE - JUNE 30, 2002      13     $  1       $27,906      $272,983     $   (811)     $(419)      $(6,249)     $  9,043   $302,454
                                                                                                                           --------

   Comprehensive income:
      Net income              -        -             -         4,055            -          -             -             -      4,055
      Unrealized loss
        on securities
        available for
        sale, net of
        deferred income
        tax benefit of $743   -        -             -             -            -          -             -        (1,272)    (1,272)
                                                                                                                           --------

      Total Comprehensive
        Income                                                                                                                2,783
                                                                                                                           --------

   ESOP shares
     committed to be
     released                 -        -           459             -          148          -             -             -        607
   Incentive Plan
     shares earned            -        -             -             -            -        182             -             -        182
   Treasury stock
     reissued                 -        -           (20)            -            -          -           365             -        345
   Cash dividends
     declared                 -        -             -          (986)           -          -             -             -       (986)
   Acquisition of Pulaski
     Bancorp, Inc.           (1)       -        (9,850)       (2,082)           -         44         1,601             -    (10,287)
   Permanent tax benefit
     related to stock
     options                  -        -           571             -            -          -             -             -        571
                          ------  -------  ------------ ------------- ------------ ----------  ------------ -------------  --------

BALANCE - JUNE 30, 2003      12        1        19,066       273,970         (663)      (193)       (4,283)        7,771    295,669
                                                                                                                           --------

   Comprehensive income:
      Net income              -        -             -        12,897            -          -             -             -     12,897
      Unrealized gain
       on securities
       available for
       sale, net of
       deferred income
       tax expense
       of $1,296              -        -             -             -            -          -             -         2,275      2,275
                                                                                                                           --------

      Total Comprehensive
        Income                                                                                                               15,172
                                                                                                                           --------
------------------------------------------------------------------------------------------------------------------------------------
                                       F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
Years Ended June 30, 2005, 2004, and 2003

                                                           Retained                                        Accumulated
                            Common Stock                   Earnings -                Unearned                Other
                           ---------------     Paid-In  Substantially   Unearned    Incentive  Treasury Comprehensive
                           Shares   Amount     Capital   Restricted    ESOP Shares Plan Shares   Stock     Income          Total
                           ------   ------     --------  -------------  ----------- ----------- -------- -------------    ---------
                                                                            (In Thousands)
<S>                       <C>       <C>      <C>          <C>             <C>        <C>           <C>       <C>      <C>
   Acquisition of West Essex
      Bancorp, Inc.            (2)  $    -     $(18,567)    $ (3,908)      $  663       $193    $ 4,283      $     -       $(17,336)
                             ----   ------     --------     --------       ------       ----    -------      -------       --------

BALANCE - JUNE 30, 2004        10        1          499      282,959            -          -          -       10,046        293,505
                                                                                                                           --------

   Comprehensive income:
      Net income                -        -            -       18,898            -          -          -            -         18,898
      Realized gain
        on securities
        available for
        sale, net of
        income tax
        of $2,697               -        -            -            -            -          -          -       (5,008)        (5,008)
      Unrealized gain
        on securities
        available for
        sale, net of
        deferred income
        tax expense of $240     -        -            -            -            -          -          -          447            447
                                                                                                                           --------

      Total Comprehensive
        Income                                                                                                               14,337
                                                                                                                           --------

   Initial capitalization
     from establishment
     of mutual
     holding company          (10)      (1)           1            -            -          -          -            -              -
   Proceeds from common
     stock offering        72,738    7,274      207,293            -      (17,457)         -          -            -        197,110
   ESOP shares committed
     to be released             -        -           45            -          485          -          -            -            530
                          -------  -------  -----------     --------     --------     ------       ----  -----------       --------

BALANCE - JUNE 30, 2005    72,738  $ 7,274     $207,838     $301,857     $(16,972)    $    -       $  -       $5,485       $505,482
                          =======  =======  ===========     ========     ========     ======       ====  ===========       ========

See notes to consolidated financial statements.
------------------------------------------------------------------------------------------------------------------------------------
                                       F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          Years Ended June 30,
                                                                            ------------------------------------------------
                                                                                2005               2004                2003
                                                                            ---------          ---------            --------
                                                                                             (In Thousands)
<S>                                                                       <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                               $  18,898          $  12,897            $  4,055
   Adjustments to reconcile net income to net cash provided by
      operating activities:
         Depreciation and amortization of premises and equipment                1,549              1,314               1,279
         Net amortization of premiums, discounts and loan fees
              and costs                                                         1,035              2,679               2,260
         Deferred income taxes                                                    343                556                (734)
         Amortization of intangible assets                                        636                636                 636
         Provision for loan losses                                                 68                  -                   -
         Realized gains on sale of securities available for sale               (7,705)                 -                   -
         (Increase) decrease in interest receivable                              (569)            (1,381)                977
         (Increase) decrease in other assets                                    3,861                (17)             (1,461)
         (Decrease) in interest payable                                           (57)              (376)               (375)
         Increase (decrease) in other liabilities                               1,045             (1,705)              1,944
         ESOP expenses                                                            530                  -                 789
                                                                            ---------          ---------            --------

         Net Cash Provided by Operating Activities                             19,634             14,603               9,370
                                                                            ---------          ---------            --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of securities available for sale                                    (202)              (152)               (180)
   Proceeds from sale of securities available for sale                          8,866                  -                   -
   Purchases of investment securities held to maturity                        (54,387)          (263,187)           (261,813)
   Proceeds from calls and maturities of investment securities
      held to maturity                                                         15,387            111,189             108,705
   Proceeds from repayments of investment securities held to maturity           4,797              3,612              73,154
   Purchase of loans                                                           (1,515)           (15,024)             (5,687)
   Proceeds from sale of student loans                                              -                  -                 338
   Net (increase) decrease in loans receivable                                (50,913)            16,922              86,934
   Purchases of mortgage-backed securities held to maturity                  (163,607)          (425,124)           (154,799)
   Principal repayments on mortgage-backed securities held to
      maturity                                                                175,911            334,016             371,915
   Additions to premises and equipment                                         (9,877)            (8,079)             (3,714)
   Redemption of FHLB stock                                                        31              2,395               1,954)
   Cash paid for acquisition of minority interest in Pulaski
      Bancorp, Inc.                                                                 -                  -             (26,433)
   Cash paid for acquisition of minority interest in West Essex
      Bancorp, Inc.                                                                 -                  -             (67,853)
                                                                            ---------          ---------            --------

         Net Cash Provided by (Used in) Investing Activities                  (75,509)          (243,432)            122,521
                                                                            ---------          ---------            --------

See notes to consolidated financial statements.
----------------------------------------------------------------------------------------------------------------------------
                                       F-6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
-----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                          Years Ended June 30,
                                                                           --------------------------------------------------
                                                                                2005               2004                2003
                                                                            ---------          ---------            --------
                                                                                              (In Thousands)

<S>                                                                       <C>                 <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                      $  (8,714)          $(75,836)           $134,221
   Repayment of FHLB advances                                                  (2,547)           (11,515)            (36,331)
   Net change in short-term borrowings from FHLB                              (30,000)            30,000                   -
   Increase (decrease) in advance payments by borrowers for taxes                 403                 11                (445)
   Proceeds from issuance of common stock of West Essex
      Bancorp, Inc.                                                                 -                  -                 345
   Proceeds from issuance of common stock of Kearny
      Financial Corp.                                                         197,110                  -                   -
   Dividends paid to minority stockholders of West Essex
      Bancorp, Inc. and Pulaski Bancorp, Inc.                                       -                  -              (1,054)
                                                                            ---------           --------            --------

         Net Cash Provided by (Used in) Financing Activities                  156,252            (57,340)             96,736
                                                                            ---------           --------            --------

         Net Increase (Decrease) in Cash and Cash Equivalents                 100,377           (286,169)            228,627

CASH AND CASH EQUIVALENTS - BEGINNING                                          39,488            325,657              97,030
                                                                            ---------           --------            --------

CASH AND CASH EQUIVALENTS - ENDING                                           $139,865          $  39,488            $325,657
                                                                             ========          =========            ========

SUPPLEMENTAL  DISCLOSURES  OF CASH FLOWS  INFORMATION
   Cash paid during the year for:
      Income taxes, net of refunds                                           $  2,090          $   5,956            $  6,931
                                                                             ========          =========            ========

      Interest                                                               $ 30,479          $  32,476            $ 45,061
                                                                             ========          =========            ========

SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
   Minority interest in consolidated subsidiaries                            $      -          $  17,336            $      -
                                                                             ========          =========            ========

   Goodwill - West Essex acquisition                                         $      -          $  50,517            $      -
                                                                             ========          =========            ========

   Deposit for acquisition of West Essex Bancorp, Inc.                       $      -          $ (67,853)           $      -
                                                                             ========          =========            ========


See notes to consolidated financial statements.
----------------------------------------------------------------------------------------------------------------------------
                                       F-7
</TABLE>

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation

     The consolidated  financial statements include the accounts of the Company,
     its wholly-owned subsidiaries, Kearny Federal Savings Bank (the "Bank") and
     Kearny   Financial   Securities,   Inc.,   and  the   Bank's   wholly-owned
     subsidiaries,  KFS Financial  Services,  Inc. and Kearny Federal Investment
     Corp.,  and have been prepared in  conformity  with  accounting  principles
     generally  accepted  in the  United  States  of  America.  All  significant
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

     In preparing the consolidated financial statements,  management is required
     to make  estimates  and  assumptions  that affect the  reported  amounts of
     assets and  liabilities as of the dates of the  consolidated  statements of
     financial  condition  and revenues and expenses for the periods then ended.
     Actual results could differ significantly from those estimates.  A material
     estimate that is particularly  susceptible to significant change relates to
     the  determination  of the allowance for loan losses.  Management  believes
     that the allowance for loan losses  represents  its best estimate of losses
     known  and  inherent  in the loan  portfolio  that are  both  probable  and
     reasonable to estimate.  While  management  uses  available  information to
     recognize  losses on loans,  future  additions  to the  allowance  for loan
     losses may be  necessary  based on changes in  economic  conditions  in the
     market area.

     In addition,  various  regulatory  agencies,  as an integral  part of their
     examination  process,  periodically  review the Bank's  allowance  for loan
     losses.  Such  agencies  may require the  recognition  of  additions to the
     allowance based on their judgments about  information  available to them at
     the time of their examination.

Business of the Company and Subsidiaries

     The Company's  primary business is the ownership and operation of the Bank.
     The Bank is principally engaged in the business of attracting deposits from
     the  general  public at its 25  locations  in New  Jersey  and using  these
     deposits,  together with other funds,  to invest in securities  and to make
     loans  collateralized  by residential  and commercial real estate and, to a
     lesser extent,  consumer  loans.  The Company's  other  subsidiary,  Kearny
     Financial Securities,  Inc., was organized in April 2005 under Delaware law
     as  a  Delaware   Investment  Company  primarily  to  hold  investment  and
     mortgage-backed   securities.   The  Bank's   subsidiary,   Kearny  Federal
     Investment  Corp.  was organized in July 2004 under New Jersey law as a New
     Jersey Investment Company primarily to hold investment and  mortgage-backed
     securities.

Cash and Cash Equivalents

     Cash and cash  equivalents  include  cash and amounts  due from  depository
     institutions  and  interest-bearing  deposits  in  other  banks,  all  with
     original maturities of three months or less.

Securities

     Investments in debt securities that we have the positive intent and ability
     to hold to maturity  are  classified  as  held-to-maturity  securities  and
     reported at amortized cost. Debt and equity  securities that are bought and
     held  principally  for the  purpose  of  selling  them in the near term are
     classified  as  trading   securities  and  reported  at  fair  value,  with
     unrealized  holding gains and losses included in earnings.  Debt and equity
     securities  not  classified as trading  securities  or as  held-to-maturity
     securities are classified as available for sale  securities and reported at
     fair value, with unrealized holding gains or losses, net of deferred income
     taxes,  reported in the accumulated other comprehensive income component of
     stockholders' equity.


--------------------------------------------------------------------------------
                                      F-8

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Securities (Continued)

     Individual  securities are considered impaired when fair value is less than
     amortized  cost.  Management  evaluates  on a  monthly  basis  whether  any
     securities   are   other-than-temporarily    impaired.   In   making   this
     determination,  we consider the extent and duration for the impairment, the
     nature and  financial  health of the  issuer,  other  factors  relevant  to
     specific  securities,  and our ability and intent to hold  securities for a
     period of time sufficient to allow for any  anticipated  recovery in market
     value. If a security is determined to be  other-than-temporarily  impaired,
     an impairment loss is charged to operations.

     Premiums and discounts on all securities are amortized/accreted to maturity
     by use of the  level-yield  method.  Gain or loss on sales of securities is
     based on the specific identification method.

Concentration of Risk

     The Bank's lending activity is concentrated in loans secured by real estate
     located primarily in the State of New Jersey.

Loans Receivable

     Loans receivable are stated at unpaid principal  balances plus net deferred
     loan  origination  costs and discounts  less the allowance for loan losses.
     Loan  origination  fees and  certain  direct  loan  origination  costs  are
     deferred and amortized,  using the level-yield  method, as an adjustment of
     yield over the contractual lives of the related loans.  Unearned  discounts
     are accreted by use of the level-yield method over the contractual lives of
     the related loans.

     Recognition  of interest by the accrual  method is  generally  discontinued
     when interest or principal payments are ninety days or more in arrears on a
     contractual  basis,  or when other factors  indicate that the collection of
     such  amounts  is  doubtful.  At the time a loan is  placed  on  nonaccrual
     status,  an allowance for  uncollected  interest is recorded in the current
     period for previously  accrued and uncollected  interest.  Interest on such
     loans, if appropriate,  is recognized as income when payments are received.
     A loan is returned to accrual  status when  interest or principal  payments
     are no longer  ninety  days or more in arrears on a  contractual  basis and
     factors indicating doubtful collectibilty no longer exist.

--------------------------------------------------------------------------------
                                      F-9

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allowance for Loan Losses

     An  allowance  for loan  losses is  maintained  at a level that  represents
     management's  best  estimate  of  losses  known  and  inherent  in the loan
     portfolio that are both probable and reasonable to estimate.  The allowance
     is decreased by loan  charge-offs,  increased by  subsequent  recoveries of
     loans  previously  charged off, and then  adjusted,  via either a charge or
     credit  to  operations,  to  an  amount  determined  by  management  to  be
     necessary.   Loans  or  portions  thereof,  are  charged  off  when,  after
     collection efforts are exhausted,  they are determined to be uncollectible.
     Management  of the Bank,  in  determining  the  allowance  for loan losses,
     considers  the losses  inherent  in its loan  portfolio  and changes in the
     nature and volume inherent in its loan  activities,  along with the general
     economic and real estate  market  conditions.  The Bank utilizes a two tier
     approach:  (1)  identification  of  impaired  loans  and  establishment  of
     specific loss allowances on such loans;  and (2)  establishment  of general
     valuation  allowances  on the  remainder  of its loan  portfolio.  The Bank
     maintains a loan review  system which  allows for a periodic  review of its
     loan portfolio and the early  identification  of potential  impaired loans.
     Such  system  takes into  consideration,  among other  things,  delinquency
     status,  size of loans,  type of collateral and financial  condition of the
     borrowers.  Specific loan loss  allowances are  established  for identified
     loans  based on a  review  of such  information  and/or  appraisals  of the
     underlying collateral.  General loan losses are based upon a combination of
     factors  including,  but not  limited  to,  actual  loan  loss  experience,
     composition  of  the  loan  portfolio,   current  economic  conditions  and
     management's  judgment.  Although  management  believes  that  specific and
     general loan losses are  established in accordance with  management's  best
     estimate,  actual  losses are  dependent  upon future  events and, as such,
     further additions to the level of loan loss allowances may be necessary.

     A loan  evaluated for  impairment is deemed to be impaired  when,  based on
     current information and events, it is probable that the Bank will be unable
     to collect all amounts due according to the  contractual  terms of the loan
     agreement.  All loans  identified as impaired are evaluated  independently.
     The Bank does not aggregate  such loans for evaluation  purposes.  Payments
     received on impaired  loans are applied  first to interest  receivable  and
     then to principal.

Premises and Equipment

     Land is  carried  at cost.  Buildings  and  improvements,  furnishings  and
     equipment and leasehold  improvements are carried at cost, less accumulated
     depreciation and amortization computed on the straight-line method over the
     following estimated useful lives:

                                                                    Years
                                                              ------------------
                            Building and improvements              10 - 50
                            Furnishings and equipment               4 - 20
                            Leasehold improvements            Shorter of useful
                                                                 lives or 10

     Construction in progress primarily represents facilities under construction
     for future use in our  business  and includes all costs to acquire land and
     construct   buildings,   as  well  as  capitalized   interest   during  the
     construction period.  Interest is capitalized at the Bank's average cost of
     interest-bearing liabilities.

     Significant  renewals  and  betterments  are  charged to the  property  and
     equipment account. Maintenance and repairs are charged to operations in the
     year  incurred.  Rental  income is netted  against  occupancy  costs in the
     consolidated statements of income.

--------------------------------------------------------------------------------
                                      F-10

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill and Other Intangible Assets

     Goodwill and other intangible assets principally  represent the excess cost
     over the fair  value of the net  assets  of the  institutions  acquired  in
     purchase transactions. Goodwill is evaluated annually by reporting unit and
     an impairment loss recorded if indicated.  The impairment test is performed
     in two phases. The first step of the goodwill  impairment test compares the
     fair  value of the  reporting  unit  with its  carrying  amount,  including
     goodwill.  If the fair value of the  reporting  unit  exceeds its  carrying
     amount, goodwill of the reporting unit is considered not impaired; however,
     if the carrying  amount of the  reporting  unit exceeds its fair value,  an
     additional procedure must be performed.  That additional procedure compares
     the implied fair value of the reporting unit's goodwill (as defined in SFAS
     No. 142), with the carrying amount of that goodwill.  An impairment loss is
     recorded to the extent  that the  carrying  amount of goodwill  exceeds its
     implied  fair  value.  Fair value is  determined  by a  combination  of the
     Comparable  Transaction and Discounted Cash Flow approaches.  No impairment
     charges were required to be recorded in the years ended June 30, 2005, 2004
     or 2003. If an impairment  loss is determined to exist in the future,  such
     loss will be  reflected  as an expense in the  consolidated  statements  of
     income in the period in which the impairment  loss is determined.  Separate
     intangible assets,  including core deposit  intangibles that are not deemed
     to have indefinite lives, continue to be amortized over their useful lives,
     which is estimated to be ten years.

Income Taxes

     The Company  and its  subsidiaries  file  consolidated  federal  income tax
     returns.  Income taxes are allocated based on the contribution of income to
     the consolidated income tax returns.  Separate state income tax returns are
     filed.

     Federal  and state  income  taxes  have been  provided  on the basis of the
     reported income. The amounts reflected on our tax returns differ from these
     provisions  due  principally  to temporary  differences in the reporting of
     certain  items for financial  reporting and income tax reporting  purposes.
     Deferred income taxes are recorded to recognize such temporary differences.

Interest Rate Risk

     The Bank is principally engaged in the business of attracting deposits from
     the general public and using these deposits,  together with other funds, to
     purchase securities and to make loans secured by real estate. The potential
     for interest-rate risk exists as a result of the generally shorter duration
     of interest-sensitive liabilities compared to the generally longer duration
     of  interest-sensitive  assets. In a rising rate  environment,  liabilities
     will reprice faster than assets,  thereby reducing net interest income. For
     this reason,  management  regularly  monitors the maturity structure of the
     Bank's   assets  and   liabilities   in  order  to  measure  its  level  of
     interest-rate risk and to plan for future volatility.

Net Income per Common Share

     Net income per common  share is  calculated  by dividing  net income by the
     weighted average number of shares of common stock outstanding.  Diluted net
     income  per common  share did not  differ  from basic net income per common
     share as there were no contracts or securities  exercisable  or which could
     be converted  into common stock.  The  calculation of basic and diluted net
     income per common share excludes Kearny Federal Savings Bank Employee Stock
     Ownership Plan (the "ESOP") shares that have not been previously  allocated
     to participants or have not been committed to be released for allocation to
     participants. The 10,000 shares issued to Kearny MHC in connection with the
     Company's  reorganization  in 2001 were  "replaced"  with 70% of the shares
     issued in the  Company's  initial  public  offering.  This  transaction  is
     analogous to a stock split or significant  stock dividend,  therefore,  net
     income per common share for those shares have been  retroactively  restated
     for all periods presented. See Note 3 to Consolidated Financial Statements.

--------------------------------------------------------------------------------
                                      F-11

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassification

     Certain  amounts as of and for the years  ended June 30, 2004 and 2003 have
     been reclassified to conform to the current year's presentation.


NOTE 2 - BUSINESS COMBINATIONS

On January 10, 2002, the Company and the Bank,  entered into a merger  agreement
with Pulaski Bancorp, Inc. ("Pulaski") and its subsidiary,  Pulaski Savings Bank
(PSB). On October 18, 2002, the Company purchased Pulaski's common stock held by
public  stockholders  for $32.90 per share,  in cash.  The  purchase of minority
interest shares was recorded as the acquisition of the noncontrolling  interests
of a subsidiary  utilizing the purchase method of accounting and the immediately
following  mergers  of the  Company  and  Pulaski,  and the Bank  and PSB,  were
recorded as a combination of entities under common  control.  The amount paid to
minority shareholders of Pulaski in excess of their interest in Pulaski amounted
to $16,146,000, which was recorded as goodwill.

On September 11, 2002, the Company and the Bank entered into a merger  agreement
with West Essex Bancorp,  Inc. (West Essex),  West Essex Savings Bank (WESB) and
its 100% owned subsidiaries. On July 1, 2003, the Company purchased West Essex's
common stock held by public  stockholders  for $35.10 per share,  in cash.  (The
purchase  price was  transferred  to a third party  escrow  agent as of June 30,
2003.) The purchase of minority  interest shares was recorded as the acquisition
of the noncontrolling interests of a subsidiary utilizing the purchase method of
accounting and the immediately  following  merger of the Company and West Essex,
and the Bank and WESB,  were recorded as a combination  of entities under common
control.  The amount  paid to minority  shareholders  of West Essex in excess of
their  interest in West Essex  amounted to  $50,517,000,  which was  recorded as
goodwill.

Merger related expenses include the following:

<TABLE>
<CAPTION>
                                                                         Years Ended June 30,
                                                                 -----------------------------------
                                                                    2005          2004        2003
                                                                 ----------     -------     --------
                                                                            (In Thousands)
<S>                                                            <C>            <C>         <C>
Legal, professional, filing fees and other expenses              $       -      $   592     $  2,670
Payments for terminated employment contracts and stock-based
     compensation plans for officers                                     -            -       10,657
Stock option payment to directors                                        -            -        1,594
                                                                 ---------      -------     --------

                                                                 $       -      $   592     $ 14,921
                                                                 =========      =======     ========
</TABLE>

In addition,  compensation  expense for the year ended June 30,  2003,  included
approximately $1,464,000 and $607,000 in pension and ESOP expense, respectively,
of West Essex Bancorp, Inc.

--------------------------------------------------------------------------------
                                      F-12

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 - STOCK OFFERING

On June 7, 2004,  the Board of  Directors  of the Company and the Bank adopted a
plan of stock issuance  pursuant to which the Company  subsequently  sold common
stock  representing a minority ownership of the estimated pro forma market value
of the Company to eligible  depositors  of the Bank.  On February 23, 2005,  the
Company  completed  the  minority  stock  offering  in which it sold  21,821,250
shares,  valued at $10.00 per share,  representing 30% of its outstanding common
stock.  Kearny MHC (the "MHC") owns the remaining 70% of the outstanding  common
stock, or 50,916,250  shares.  The MHC is a  federally-chartered  mutual holding
company  organized on March 30, 2001, and is subject to regulation by the Office
of Thrift Supervision.  So long as the MHC is in existence,  it will continue to
own a majority of the  outstanding  common stock of the  Company.  The Office of
Thrift Supervision also regulates the Company and the Bank.

Following  the sale of  common  stock,  all  depositors  who had  membership  or
liquidation  rights  with  respect to the Bank as of the  effective  date of the
transaction  continue to have such rights solely with respect to the MHC as long
as they  continue to hold  deposit  accounts  with the Bank.  In  addition,  all
persons  who  become  depositors  of the  Bank  subsequent  to the  date  of the
transaction  have such  membership  and  liquidation  rights with respect to the
holding  company.  Borrowers of the Bank as of the date of the transaction  have
the same  membership  rights in the  holding  company  that they had in the Bank
immediately  prior to the date of the  transaction  as long as their  borrowings
remain outstanding.

The minority stock offering  resulted in net proceeds of $214.6  million,  after
expenses of $3.6  million.  The Company  used 50% of the net  proceeds to make a
capital  contribution  to the Bank. The Company also provided a term loan to the
Bank's  Employee  Stock  Ownership  Plan (the  "ESOP") to enable it to  purchase
1,745,700 shares of the Company's common stock for the plan.


NOTE 4 - SECURITIES AVAILABLE FOR SALE

<TABLE>
<CAPTION>
                                                                   June 30, 2005
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized     Carrying
                                                      Cost        Gains          Losses         Value
                                                    --------     ------          ------       --------
                                                                     (In Thousands)
<S>                                               <C>          <C>             <C>         <C>
Common stock                                         $   128     $8,423          $    -      $  8,551
Mutual funds                                          14,134        161             155        14,140
Trust preferred securities due after ten years        10,891        200             191        10,900
                                                     -------     ------          ------       -------

                                                     $25,153     $8,784          $  346       $33,591
                                                     =======     ======          ======       =======
</TABLE>

--------------------------------------------------------------------------------
                                      F-13

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4 - SECURITIES AVAILABLE FOR SALE (CONTINUED)

<TABLE>
<CAPTION>
                                                                   June 30, 2004
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized     Carrying
                                                      Cost        Gains          Losses         Value
                                                    --------     ------          ------       --------
                                                                      (In Thousands)
<S>                                               <C>          <C>             <C>         <C>
Common stock                                        $   246      $15,648       $     -       $15,894
Mutual funds                                         13,933           63            97        13,899
Trust preferred securities due after ten years       11,929           69           227        11,771
                                                    -------      -------       -------       -------

                                                    $26,108      $15,780       $   324       $41,564
                                                    =======      =======       =======       =======
</TABLE>

The age of unrealized losses and fair value of related securities  available for
sale at June 30, 2005 and 2004 were as follows:

<TABLE>
<CAPTION>
                                Less than 12 Months       12 Months or More               Total
                                -------------------    -------------------------  --------------------------
                                 Fair    Unrealized     Fair         Unrealized     Fair         Unrealized
                                 Value     Losses       Value          Losses       Value          Losses
                                -------  ----------    --------      -----------  ----------    ------------
                                                             (In Thousands)
<S>                           <C>         <C>       <C>               <C>       <C>               <C>
June 30, 2005:
     Common stock               $    -     $    -      $     -           $   -      $     -           $  -
     Mutual funds                    -          -        7,201             155        7,201            155
     Trust preferred
     securities                      -          -        5,210             191        5,210            191
                                ------     ------     --------           -----      -------           ----

       Total                    $    -     $    -      $12,411           $ 346      $12,411           $346
                                ======     ======      =======           =====      =======           ====

June 30, 2004:
     Common stock               $    -     $    -      $     -           $   -      $     -           $  -
     Mutual funds                    -          -        7,057              97        7,057             97
     Trust preferred
     securities                      -          -        7,577             227        7,577            227
                                ------     ------      -------           -----      -------           ----

       Total                    $    -     $    -      $14,634           $ 324      $14,634           $324
                                ======     ======      =======           =====      =======           ====
</TABLE>

As of June 30,  2005 and 2004,  management  has  concluded  that the  unrealized
losses  are  temporary  in nature  since  they are  primarily  related to market
interest rates and not related to the underlying credit quality of the issuer of
the  securities.  Additionally,  we have the  intent  and  ability to hold these
investments for a time necessary to recover the amortized cost.

During the year ended June 30, 2005, proceeds from sales of securities available
for sale totaled  $8,866,000  and resulted in gross gains of  $7,705,000.  There
were no sales of  securities  available for sale during the years ended June 30,
2004 and 2003.


--------------------------------------------------------------------------------
                                      F-14

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5 - INVESTMENT SECURITIES HELD TO MATURITY

<TABLE>
<CAPTION>
                                                                   June 30, 2005
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized     Carrying
                                                      Cost        Gains          Losses         Value
                                                    --------     ------          ------       --------
                                                                      (In Thousands)
<S>                                               <C>          <C>             <C>         <C>
Government agencies:
     Within one year                                 $ 17,000    $    -         $  152      $ 16,848
     After one year but within five years             235,019         4          4,065       230,958
     After five years but within ten years                494        81              -           575
     After ten years                                   12,956         -            112        12,844
                                                     --------    ------         ------      --------

                                                      265,469        85          4,329       261,225
                                                     --------    ------         ------      --------

Obligations of states and political subdivisions:
     Within one year                                    4,202        11              3         4,210
     After one year but within five years              16,139       216             78        16,277
     After five years but within ten years             99,841     2,453            261       102,033
     After ten years                                   84,447     1,327            298        85,476
                                                     --------    ------         ------      --------

                                                      204,629     4,007            640       207,996
                                                     --------    ------         ------      --------

                                                     $470,098    $4,092         $4,969      $469,221
                                                     ========    ======         ======      ========
</TABLE>
--------------------------------------------------------------------------------
                                      F-15

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5 - INVESTMENT SECURITIES HELD TO MATURITY (CONTINUED)

<TABLE>
<CAPTION>
                                                                   June 30, 2004
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized   Carrying
                                                      Cost        Gains          Losses       Value
                                                    --------     ------          ------     --------
                                                                      (In Thousands)
<S>                                               <C>          <C>             <C>         <C>
Government agencies:
     After one year but within five years          $246,259        $    -        $5,223     $241,036
     After five years but within ten years           10,493           117            62       10,548
     After ten years                                 17,649            11           104       17,556
                                                   --------        ------        -------    --------

                                                    274,401           128         5,389      269,140
                                                   --------        ------        -------    --------

Obligations of states and political subdivisions:
     Within one year                                  5,386            33             -        5,419
     After one year but within five years            13,606           369            54       13,921
     After five years but within ten years           65,990           922           991       65,921
     After ten years                                 76,487           394         2,507       74,374
                                                   --------        ------        ------     --------

                                                    161,469         1,718         3,552      159,635
                                                   --------        ------        ------     --------

                                                   $435,870        $1,846        $8,941     $428,775
                                                   ========        ======        ======     ========
</TABLE>

There were no sales of investment  securities  held to maturity during the years
ended June 30, 2005,  2004 and 2003.  During the years ended June 30, 2005, 2004
and 2003, proceeds from calls of securities totaled  $10,000,000,  $111,189,000,
and  $108,705,000,  respectively,  resulting in no gains or losses.  At June 30,
2005,   investment  securities  held  to  maturity  with  a  carrying  value  of
$243,007,000 are callable within one year.

At June 30, 2005 and 2004, all obligations of states and political  subdivisions
were guaranteed by insurance policies issued by various insurance companies.

The age of  unrealized  losses and fair value of related  investment  securities
held to maturity at June 30, 2005 and 2004 were as follows:

<TABLE>
<CAPTION>
                                  Less than 12 Months       12 Months or More               Total
                                  -------------------    -------------------------  --------------------------
                                   Fair    Unrealized     Fair         Unrealized     Fair         Unrealized
                                   Value     Losses       Value          Losses       Value          Losses
                                  -------  ----------    --------      -----------  ----------    ------------
                                                               (In Thousands)
<S>                               <C>         <C>       <C>               <C>       <C>              <C>
June 30, 2005:
     Government agencies           $   754     $    6    $254,116          $4,323    $254,870         $4,329
     Obligations of states
       and political subdivisions   19,469        221      32,923             419      52,392            640
                                   -------       ----    --------          ------    --------         ------

       Total                       $20,223       $227    $287,039          $4,742    $307,262         $4,969
                                   =======       ====    ========          ======    ========         ======

</TABLE>
--------------------------------------------------------------------------------
                                      F-16

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5 - INVESTMENT SECURITIES HELD TO MATURITY (CONTINUED)

<TABLE>
<CAPTION>
                                  Less than 12 Months       12 Months or More               Total
                                  -------------------    -------------------------  --------------------------
                                   Fair    Unrealized     Fair         Unrealized     Fair         Unrealized
                                   Value     Losses       Value          Losses       Value          Losses
                                  -------  ----------    --------      -----------  ----------    ------------
                                                               (In Thousands)
<S>                               <C>         <C>       <C>               <C>       <C>              <C>
June 30, 2004:
     Government agencies          $250,973    $5,285     $16,386          $104        $267,359         $5,389
     Obligations of states
       and political subdivisions   85,620     3,026       7,365           526          92,985          3,552
                                  --------    ------     -------          ----        --------         ------

       Total                      $336,593    $8,311     $23,751          $630        $360,344         $8,941
                                  ========    ======     =======          ====        ========         ======
</TABLE>

As of June 30,  2005 and 2004,  management  has  concluded  that the  unrealized
losses  are  temporary  in nature  since  they are  primarily  related to market
interest rates and not related to the  underlying  credit quality of the issuers
of the  securities.  Additionally,  we have the intent and ability to hold these
investments for the time necessary to recover the amortized cost.


NOTE 6 - LOANS RECEIVABLE

                                                                June 30,
                                                       -------------------------
                                                          2005            2004
                                                        --------        --------
                                                             (In Thousands)

          Real estate mortgage                          $479,451        $441,667
                                                        --------        --------

          Commercial business                              2,930           5,161
                                                        --------        --------
          Consumer:
               Home equity loans                          54,199          37,381
               Home equity lines of credit                14,850          15,677
               Passbook or certificate                     2,831           2,746
               Other                                         264             336
                                                        --------        --------

                                                          72,144          56,140
                                                        --------        --------
          Construction                                     8,094           7,212
                                                        --------        --------

                 Total Loans                             562,619         510,180

          Deferred loan costs and fees, net                  815             758
                                                        --------        --------

                                                        $563,434        $510,938
                                                        ========        ========

--------------------------------------------------------------------------------
                                      F-17

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - LOANS RECEIVABLE (CONTINUED)

At June 30, 2005 and 2004, real estate mortgage loans included  $382,766,000 and
$358,241,000,  respectively, of loans secured by one-to-four-family  residential
properties.

The Bank has granted  loans to  officers  and  directors  of the Company and its
Subsidiaries  and  to  their  associates.   Related  party  loans  are  made  on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for comparable transactions with unrelated persons and do
not involve  more than normal  risk of  collectibility.  As of June 30, 2005 and
2004 such loans totaled approximately  $1,285,000 and $1,633,000,  respectively.
During the year ended June 30, 2005, new loans to related  parties  totaled $-0-
and repayments totaled approximately $348,000.

The activity in the allowance for loan losses is as follows:

                                                        Years Ended June 30,
                                                 -------------------------------
                                                   2005         2004       2003
                                                 -------     -------     -------
                                                          (In Thousands)

Balance - beginning                              $ 5,144     $ 5,180     $ 5,170
     Provisions charged to operations                 68           -           -
     Loans charged off                                (9)        (36)          -
     Loans recovered                                 213           -          10
                                                 -------     -------     -------

Balance - ending                                 $ 5,416     $ 5,144     $ 5,180
                                                 =======     =======     =======

At June 30,  2005 and 2004,  nonaccrual  loans for which the accrual of interest
had  been  discontinued   totaled   approximately   $1,922,000  and  $2,289,000,
respectively.  Had these loans been performing in accordance with their original
terms,  the interest  income  recognized for the years ended June 30, 2005, 2004
and 2003,  would  have been  $162,000,  $177,000,  and  $178,000,  respectively.
Interest income  recognized on such loans was $69,000,  $118,000,  and $102,000,
respectively.

Impaired  loans and related  amounts  recorded in allowance  for loan losses are
summarized as follows:

                                                                      June 30,
                                                                  --------------
                                                                   2005    2004
                                                                   ----    ----
                                                                  (In Thousands)

    Recorded investment in impaired loans with recorded allowance  $  -    $256
    Without recorded allowance                                        -       -
                                                                   ----    ----

           Total Impaired Loans                                       -     256

    Related allowance for loan losses                                 -     115
                                                                   ----    ----

           Net Impaired Loans                                      $  -    $141
                                                                   ====    ====

$88,000,  $-0-,  and $-0- was received and recognized for these loans during the
years ended June 30, 2005, 2004 and 2003,  respectively.  The average balance of
impaired loans during the years ended June 30, 2005, 2004 and 2003  approximated
$235,000, $243,000, and $229,000, respectively.


--------------------------------------------------------------------------------
                                      F-18

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - MORTGAGE-BACKED SECURITIES HELD TO MATURITY

<TABLE>
<CAPTION>
                                                                   June 30, 2005
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized     Carrying
                                                      Cost        Gains          Losses         Value
                                                    --------     ------          ------       --------
                                                                      (In Thousands)
<S>                                              <C>            <C>             <C>         <C>
Government National Mortgage Association           $ 63,399       $1,767          $  196      $ 64,970
Federal Home Loan Mortgage Corporation              305,059        2,465           1,712       305,812
Federal National Mortgage Association               389,663        3,985           1,700       391,948
                                                   --------       ------          ------      --------

                                                   $758,121       $8,217          $3,608      $762,730
                                                   ========       ======          ======      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                   June 30, 2004
                                                   ----------------------------------------------------
                                                                  Gross          Gross
                                                   Amortized    Unrealized     Unrealized     Carrying
                                                      Cost        Gains          Losses         Value
                                                    --------     ------          ------       --------
                                                                      (In Thousands)
<S>                                              <C>             <C>           <C>           <C>
Government National Mortgage Association           $ 94,499        $2,507        $1,487        $ 95,519
Federal Home Loan Mortgage Corporation              314,221         2,472         3,505         313,188
Federal National Mortgage Association               362,633         4,670         3,300         364,003
                                                   --------        ------        ------        --------

                                                   $771,353        $9,649        $8,292        $772,710
                                                   ========        ======        ======        ========
</TABLE>

Net premiums of  approximately  $3,613,000  and  $3,565,000 at June 30, 2005 and
2004,  respectively,  are  included in the carrying  amounts of  mortgage-backed
securities held to maturity.

There were no sales of  mortgage-backed  securities  held to maturity during the
years ended June 30, 2005, 2004 and 2003. At June 30, 2005 and 2004,  securities
with carrying value of approximately  $426,000 and $906,000,  respectively,  was
pledged to secure public funds on deposit.

The  age  of  unrealized  losses  and  fair  value  of  related  mortgage-backed
securities held to maturity at June 30, 2005 and 2004 were as follows:

<TABLE>
<CAPTION>
                                  Less than 12 Months       12 Months or More               Total
                                  -------------------    -------------------------  --------------------------
                                   Fair    Unrealized     Fair         Unrealized     Fair         Unrealized
                                   Value     Losses       Value          Losses       Value          Losses
                                  -------  ----------    --------      -----------  ----------    ------------
                                                               (In Thousands)
<S>                             <C>         <C>       <C>               <C>       <C>              <C>
June 30, 2005:
     Mortgage-backed
         securities               $143,550    $  986    $230,786          $2,622    $374,336         $3,608
                                  ========    ======    ========          ======    ========         ======

June 30, 2004:
     Mortgage-backed
         securities               $376,245    $7,977   $   4,126          $  315    $380,371         $8,292
                                  ========    ======   =========          ======    ========         ======
</TABLE>

--------------------------------------------------------------------------------
                                      F-19

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - MORTGAGE-BACKED SECURITIES HELD TO MATURITY (CONTINUED)

As of June 30,  2005 and 2004,  management  has  concluded  that the  unrealized
losses  are  temporary  in nature  since  they are  primarily  related to market
interest rates and not related to the  underlying  credit quality of the issuers
of the  securities.  Additionally,  we have the intent and ability to hold these
investments for the time necessary to recover the amortized cost.


NOTE 8 - PREMISES AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                        June 30,
                                                                ---------------------------
                                                                  2005                2004
                                                                -------             -------
                                                                      (In Thousands)

<S>                                                          <C>                 <C>
          Land                                                 $  8,984            $  5,689
          Buildings and improvements                             27,288              15,800
          Leasehold improvements                                    490                 422
          Furnishings and equipment                               9,455               7,203
          Construction in progress                                  516               7,902
                                                                -------             -------

                                                                 46,733              37,016
          Less accumulated depreciation and amortization         11,756              10,367
                                                                -------             -------

                                                                $34,977             $26,649
                                                                =======             =======
</TABLE>

NOTE 9 - INTEREST RECEIVABLE

<TABLE>
<CAPTION>
                                                                        June 30,
                                                                ---------------------------
                                                                  2005                2004
                                                                -------             -------
                                                                      (In Thousands)

<S>                                                          <C>                   <C>
          Loans                                                $  2,266              $2,116
          Mortgage-backed securities                              3,481               3,514
          Investments                                             4,683               4,231
                                                                -------              ------

                                                                $10,430              $9,861
                                                                =======              ======
</TABLE>

--------------------------------------------------------------------------------
                                      F-20

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 - GOODWILL AND OTHER INTANGIBLE ASSETS

Net assets of an institution acquired in a purchase transaction prior to July 1,
2001, were recorded at fair value at the date of acquisition.  The Bank also has
finite-lived  intangible assets, which are included in other assets, in the form
of core  deposit  intangibles.  These  intangibles  are being  amortized  on the
straight line basis over their estimated useful lives of ten years.

                                                                    Core Deposit
                                                         Goodwill    Intangibles
                                                         --------    -----------
                                                             (In Thousands)

Balance at June 30, 2002                                  $15,600       $ 3,472
     Pulaski Savings Bank acquisitions (see Note 2)        16,146             -
     Amortization                                               -          (636)
                                                          -------       -------

Balance at June 30, 2003                                   31,746         2,836
     Amortization                                               -          (636)
     West Essex Savings Bank acquisition (see Note 2)      50,517             -
                                                          -------       -------

Balance at June 30, 2004                                   82,263         2,200
     Amortization                                               -          (636)
                                                          -------       -------

Balance at June 30, 2005                                  $82,263       $ 1,564
                                                          =======       =======

The gross  carrying  amount of core deposit  intangibles  was $5,987,000 at both
June 30, 2005 and 2004, while accumulated  amortization  totaled  $4,423,000 and
$3,787,000 at June 30, 2005 and 2004, respectively.  Amortization is expected to
total  $636,000 in each of the years ending June 30, 2006 and 2007, and $292,000
in the year ending June 30, 2008.


NOTE 11 - DEPOSITS

<TABLE>
<CAPTION>
                                                                     June 30,
                                          -------------------------------------------------------------
                                                      2005                         2004
                                          ---------------------------    ------------------------------
                                                           Weighted                       Weighted
                                                           Average                        Average
                                                           Interest                       Interest
                                              Amount        Rate             Amount         Rate
                                              ------        ----             ------         ----
                                                              (Dollars In Thousands)
<S>                                     <C>               <C>          <C>               <C>
          Non-interest bearing demand     $   56,142            -   %    $   55,377            -   %
          Interest-bearing demand             99,308         0.78           103,648         0.75
          Savings and club                   450,211         1.12           481,466         1.00
          Certificates of deposit            923,116         2.81           897,019         1.92
                                          ----------                     ----------

                                          $1,528,777         2.08   %    $1,537,510         1.48   %
                                          ==========                     ==========
</TABLE>

--------------------------------------------------------------------------------
                                      F-21

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11 - DEPOSITS (CONTINUED)

Certificates  of deposit with  balances of $100,000 or more at June 30, 2005 and
2004,  totaled  approximately   $209,552,000  and  $188,009,000,   respectively.
Deposits in excess of $100,000 are not insured by the Federal Deposit  Insurance
Corporation.

A summary of certificates of deposit by maturity follows:

<TABLE>
<CAPTION>
                                                                                             June 30,
                                                                                   -----------------------------
                                                                                      2005                2004
                                                                                   --------            --------
                                                                                          (In Thousands)
<S>                                                                               <C>                 <C>
          One year or less                                                          $701,710            $709,940
          After one to two years                                                     148,557             128,837
          After two to three years                                                    43,275              31,624
          After three years                                                           29,574              26,618
                                                                                    --------            --------

                                                                                    $923,116            $897,019
                                                                                    ========            ========
</TABLE>

Interest expense on deposits consists of the following:

<TABLE>
<CAPTION>
                                                                               Years Ended June 30,
                                                              --------------------------------------------------
                                                                2005                  2004                 2003
                                                              -------               -------              -------
                                                                                 (In Thousands)

<S>                                                         <C>                   <C>                  <C>
          Demand                                              $   752               $   882              $ 1,074
          Savings and clubs                                     5,422                 5,508                6,604
          Certificates of deposits                             20,358                21,692               32,230
                                                              -------               -------              -------

                                                              $26,532               $28,082              $39,908
                                                              =======               =======              =======
</TABLE>

NOTE 12 - ADVANCES FROM FHLB

<TABLE>
<CAPTION>
                                                                                 June 30,
                                                      -------------------------------------------------------------
                                                                  2005                         2004
                                                      ---------------------------    ------------------------------
                                                                       Weighted                       Weighted
                                                                       Average                        Average
                                                                       Interest                       Interest
                                                          Amount        Rate             Amount         Rate
                                                          ------        ----             ------         ----
                                                                          (Dollars In Thousands)
      <S>                                           <C>               <C>              <C>               <C>
         Due in one year or less                        $     -            -   %        $32,000         1.75   %
         After one to five years                         50,000         5.46   %         50,000         5.46   %
         After five to ten years                         10,000         5.40   %         10,000         5.40   %
         Other borrowings, payable in monthly
              installments through February 25,
              2008                                        1,687         6.03   %          2,234         6.03   %
                                                        -------                         -------

                                                        $61,687         5.47   %        $94,234         4.21   %
                                                        =======                         =======
</TABLE>


--------------------------------------------------------------------------------
                                      F-22

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12 - ADVANCES FROM FHLB (CONTINUED)

At June 30,  2005,  of the  $60,000,000  in  advances  due after one through ten
years, $57,000,000 are callable, including $47,000,000 which are callable within
one year.

FHLB advances at June 30, 2005 and 2004, are  collateralized by the FHLB capital
stock owned by the Bank and  investment  securities  held to maturity  with fair
values totaling approximately $74,583,000 and $126,810,000, respectively.


NOTE 13 - BENEFIT PLANS

Employee Stock Ownership Plan

     Effective  upon  completion of the  Company's  initial  public  offering in
     February  2005,  the Bank  established  an Employee  Stock  Ownership  Plan
     ("ESOP") for all eligible  employees who complete a twelve-month  period of
     employment with the Bank, have attained the age of 21 and complete at least
     1,000  hours of  service  in a plan  year.  The ESOP  used  $17,457,000  in
     proceeds from a term loan  obtained from the Company to purchase  1,745,700
     shares of Company common stock. The term loan principal is payable over 144
     equal  installments  through March 31, 2017.  The interest rate on the term
     loan  is  5.50%.  Each  year,  the  Bank  intends  to  make   discretionary
     contributions  to the ESOP,  which will be equal to principal  and interest
     payments  required on the term loan. The ESOP may further pay down the loan
     with dividends paid, if any, on the Company common stock owned by the ESOP.

     Shares  purchased  with the loan proceeds  provide  collateral for the term
     loan  and are held in a  suspense  account  for  future  allocations  among
     participants.   Base   compensation   is  the  basis  for   allocation   to
     participants,  of  contributions  to the ESOP and shares  released from the
     suspense account, as described by the Plan, in the year of allocation.

     The ESOP is accounted for in accordance  with  Statement of Position  93-6,
     "Accounting  for Employee Stock  Ownership  Plans," which was issued by the
     American  Institute  of Certified  Public  Accountants.  Accordingly,  ESOP
     shares  pledged as  collateral  were  initially  recorded as unearned  ESOP
     shares in the consolidated  statements of financial condition.  Thereafter,
     on  a  monthly   basis,   12,123  shares  are  committed  to  be  released,
     compensation expense is recorded equal to the number of shares committed to
     be released times the monthly  average market price of the shares,  and the
     committed  shares become  outstanding for basic net income per common share
     computations.  ESOP compensation expense was approximately $530,000 for the
     year ended June 30, 2005.

     At June 30, 2005, the ESOP shares were as follows:

                            Allocated shares                              -
                            Shares committed to be released          48,492
                            Unearned shares                       1,697,208
                                                                -----------

                                   Total ESOP Shares              1,745,700
                                                                ===========

                            Fair value of unearned shares       $20,027,054
                                                                ===========

--------------------------------------------------------------------------------
                                      F-23

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - BENEFIT PLANS

Thrift Plan

     The Bank  sponsors the  Financial  Institutions  Thrift Plan (the  "Plan"),
     pursuant to Section  401(k) of the Internal  Revenue Code, for all eligible
     employees. Employees may elect to save up to 20% of their compensation. The
     Bank will  contribute  a  matching  contribution  up to 3% of the  employee
     annual compensation.  The Plan expense amounted to approximately  $281,000,
     $264,000,  and $183,000  for the years ended June 30, 2005,  2004 and 2003,
     respectively.

Retirement Plan

     The Bank has a non-contributory multiple-employer pension plan covering all
     eligible employees. Significant actuarial assumptions include the projected
     unit credit cost valuation  method and an annual  investment rate of 8.25%,
     8.25%,  and  8.25%  for the  years  ended  June 30,  2005,  2004 and  2003,
     respectively.  At the date of latest plan review,  the net assets available
     for plan benefits  exceeded the actuarial present value of accumulated plan
     benefits.  Data for the actuarial  present value of accumulated  vested and
     non-vested   benefits  is  not  determinable  for  this   multiple-employer
     retirement plan. During the years ended June 30, 2005, 2004 and 2003, total
     pension  plan  expense  and  contributions  to the plan were  approximately
     $2,538,000, $1,193,000, and $685,000, respectively.

Benefit Equalization Plan ("BEP")

     The Bank has an unfunded  non-qualified  plan to compensate senior officers
     of the Bank who  participate  in the  Bank's  qualified  benefit  plans for
     certain  benefits  lost under  such plans by reason of benefit  limitations
     imposed by Sections 415 and 401 of the Internal  Revenue  Code.  There were
     approximately  $59,000 in contributions made to and benefits paid under the
     BEP during each of the years ended June 30, 2005, 2004 and 2003.

     The following  table sets forth the BEP's funded  status and  components of
     net periodic pension cost:

                                                             June 30,
                                                     -------------------------
                                                      2005              2004
                                                     ------            ------
                                                          (In Thousands)

          Change in benefit obligation:
               Benefit obligation - beginning        $1,831           $1,328
                   Service cost                          42               24
                   Interest cost                        135               98
                   Actuarial loss                         -              440
                   Benefit payments                     (59)             (59)
                                                     ------           ------

               Benefit obligation - ending           $1,949           $1,831
                                                     ======           ======

          Change in plan assets:
               Fair value of assets - beginning      $    -           $    -
                   Actual return on plan assets           -                -
                   Settlements                           59               59
                   Contributions                        (59)             (59)
                                                     ------           ------

               Fair value of assets - ending         $    -           $    -
                                                     ======           ======



--------------------------------------------------------------------------------
                                      F-24

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - BENEFIT PLANS (CONTINUED)

Benefit Equalization Plan ("BEP") (Continued)

<TABLE>
<CAPTION>
                                                                            June 30,
                                                                       -------------------
                                                                         2005        2004
                                                                       -------     -------
                                                                          (In Thousands)
<S>                                                                  <C>         <C>
          Reconciliation of funded status:
               Accumulated benefit obligation                          $(1,209)    $  (985)
                                                                       =======     =======

               Projected benefit obligation                            $(1,949)    $(1,831)
               Fair value of assets                                          -           -
                                                                       -------     -------

               Funded status                                            (1,949)     (1,831)
               Unrecognized prior service cost                             (58)        (50)
               Unrecognized net actuarial loss                             913       1,035
                                                                       -------     -------

               Accrued pension cost included in other liabilities      $(1,094)    $  (846)
                                                                       =======     =======

          Value assumptions:
               Discount rate                                             7.50%       7.50%
               Salary increase rate                                      5.50%       5.50%
</TABLE>

<TABLE>
<CAPTION>
                                                                      Years Ended June 30,
                                                            ------------------------------------

                                                                 2005        2004        2003
                                                                 ----        ----        ----
                                                                        (In Thousands)

<S>                                                         <C>         <C>         <C>
          Net periodic pension expense:
               Service cost                                   $    42     $    24     $    12
               Interest cost                                      135          98          72
               Amortization of unrecognized past service costs      8           8           8
               Amortization of unrecognized net actuarial         122          77          38
                                                              -------     -------     -------

                                                              $   307     $   207     $   130
                                                              =======     =======     =======

          Valuation assumptions:
               Discount rate                                     7.50%       7.50%       7.50%
               Salary increase rate                              5.50%       5.50%       5.50%
</TABLE>

     It is estimated that  contributions of  approximately  $72,000 will be made
during the year ending June 30, 2006.


--------------------------------------------------------------------------------
                                      F-25

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 - BENEFIT PLANS (CONTINUED)

Benefit Equalization Plan ("BEP") (Continued)

     The following benefit payments,  which reflect expected future service,  as
appropriate, are expected to be paid:

                            2006                                  $ 72,000
                            2007                                    79,000
                            2008                                    93,000
                            2009                                    99,000
                            2010-2014                              688,000

Postretirement Welfare Plan

     The Bank has a  postretirement  group term life insurance plan covering all
     eligible employees. The benefits are based on age and years of service. The
     plan is  unfunded.  During the years  ended June 30,  2005,  2004 and 2003,
     contributions  and  benefits  paid  totaled  $7,000,  $6,000,  and  $5,000,
     respectively.  The  following  table  sets  forth the  accrued  accumulated
     postretirement  benefit  obligation  and  the net  periodic  postretirement
     benefit cost:

                                                                June 30,
                                                         ---------------------
                                                           2005          2004
                                                          ------        ------
                                                            (In Thousands)

             Change in benefit obligation:
                  Benefit obligation - beginning          $ 409         $ 378
                      Service cost                           20            18
                      Interest cost                          27            22
                      Actuarial (gain) loss                   2            (3)
                      Premiums/claims paid                   (7)           (6)
                      Plan amendment                          -             -
                                                          -----         -----

                  Benefit obligation - ending             $ 451         $ 409
                                                          =====         =====

             Change in plan assets:
                  Fair value of assets - beginning        $   -         $   -
                      Actual return on plan assets            -             -
                      Premiums/claims paid                    7             6
                      Contributions                          (7)           (6)
                                                          -----         -----

                  Fair value of assets - ending           $   -         $   -
                                                          =====         =====


--------------------------------------------------------------------------------
                                      F-26

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 - BENEFIT PLANS (CONTINUED)

Postretirement Welfare Plan (Continued)

                                                                     June 30,
                                                                ----------------
                                                                 2005      2004
                                                                 ----      ----

                                                                 (In Thousands)

Reconciliation of funded status:
     Accumulated benefit obligation                             $(451)    $(409)
     Fair value of assets                                           -         -
                                                                -----     -----

     Funded status                                               (451)     (409)
     Unrecognized net actuarial loss                               (7)       (9)
     Unrecognized prior service cost                               63        74
                                                                -----     -----

     Accrued postretirement benefit cost included
         in other liabilities                                   $(395)    $(344)
                                                                =====     =====

Value assumptions:
     Discount rate                                             5.63%     6.63%
     Salary increase rate                                      3.00%     4.00%


                                                        Years Ended June 30,
                                                   -----------------------------
                                                     2005      2004      2003
                                                     ----      ----      ----
                                                          (In Thousands)

Net periodic postretirement benefit cost:
     Service cost                                   $  20     $  18     $  12
     Interest cost                                     27        22        19
     Amortization of unrecognized net actuarial
         gain                                           -         -         -
     Amortization of unrecognized past service
         liability                                     11         9         4
                                                    -----     -----     -----

                                                    $  58     $  49     $  35
                                                    =====     =====     =====

Valuation assumptions:
     Discount rate                                   6.63%     5.75%     7.00%
     Salary increase rate                            4.00%     3.25%     4.25%



--------------------------------------------------------------------------------
                                      F-27

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 - BENEFIT PLANS (CONTINUED)

Postretirement Welfare Plan (Continued)

     It is estimated that  contributions  of  approximately  $8,000 will be made
     during the year ending June 30, 2006.

     The following benefit payments,  which reflect expected future service,  as
     appropriate, are expected to be paid:

                            2006                              $ 8,000
                            2007                                8,000
                            2008                                7,000
                            2009                               10,000
                            2010                               12,000
                            2011-2015                          69,000

Directors' Consultation and Retirement Plan ("DCRP")

     The Bank has an unfunded  retirement plan for non-employee  directors.  The
     benefits  are payable  based on term of service as a  director.  During the
     years ended June 30, 2005, 2004 and 2003,  contributions  and benefits paid
     totaled $89,000, $89,000, and $51,000, respectively.

     The following  table sets forth the DCRP's funded status and  components of
     net periodic cost:

                                                              June 30,
                                                     -------------------------
                                                        2005            2004
                                                     ---------        --------

(In Thousands)

Change in benefit obligation:
     Projected benefit obligation - beginning        $ 1,561         $ 1,487
         Service cost                                     86              78
         Interest cost                                    99              83
         Actuarial loss                                  157               2
         Annuity payments                                (89)            (89)
         Plan amendments                                 335               -
                                                     -------         -------

     Projected benefit obligation - ending           $ 2,149         $ 1,561
                                                     =======         =======

Change in plan assets:
     Fair value of assets - beginning                $     -         $     -
         Actual return on plan assets                      -               -
         Settlements                                      89              89
         Contributions                                   (89)            (89)
                                                     -------         -------

     Fair value of assets - ending                   $     -         $     -
                                                     =======         =======



--------------------------------------------------------------------------------
                                      F-28

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 - BENEFIT PLANS (CONTINUED)

Directors' Consultation and Retirement Plan ("DCRP") (Continued)

<TABLE>
<CAPTION>
                                                                              June 30,
                                                                        --------------------
                                                                          2005         2004
                                                                        -------      -------
                                                                           (In Thousands)
<S>                                                                   <C>          <C>
          Reconciliation of funded status:
               Accumulated benefit obligation                           $(1,879)     $(1,361)
                                                                        =======      =======

               Projected benefit obligation                             $(2,149)     $(1,561)
               Fair value of assets                                           -            -
                                                                        -------      -------

               Fund status                                               (2,149)      (1,561)
               Unrecognized transition obligation                           175          219
               Unrealized net actuarial (gain) loss                         150           (7)
               Unrecognized prior service cost                              643          341
                                                                        -------      -------

               Accrued cost included in other liabilities               $(1,181)     $(1,008)
                                                                        =======      =======

          Value assumptions:
               Discount rate                                              5.63%        6.63%
               Fee increase rate                                          3.00%        4.00%

</TABLE>

<TABLE>
<CAPTION>
                                                                      Years Ended June 30,
                                                              ---------------------------------
                                                               2005          2004         2003
                                                              ------        ------       ------
                                                                          (In Thousands)
<S>                                                         <C>         <C>           <C>
          Net periodic plan cost:
               Service cost                                   $   86      $     78      $    56
               Interest cost                                      99            83           78
               Amortization of unrecognized transition
                   obligation                                     44            44           44
               Amortization of unrecognized net actuarial
                   gain                                            -             -           (2)
               Amortization of unrecognized past service
                   liability                                      33            33           24
                                                              ------        ------       ------

                                                              $  262        $  238       $  200
                                                              ======        ======       ======

          Valuation assumptions:
               Discount rate                                   6.63%         5.75%        7.00%
               Fee increase rate                               4.00%         3.25%        4.25%
</TABLE>

It is estimated that contributions of approximately $157,000 will be made during
the year ending June 30, 2006.


--------------------------------------------------------------------------------
                                      F-29

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 - BENEFIT PLANS (CONTINUED)

Directors' Consultation and Retirement Plan ("DCRP") (Continued)

     The following benefit payments,  which reflect expected future service,  as
     appropriate, are expected to be paid:

                            2006                                    $157,000
                            2007                                     168,000
                            2008                                     178,000
                            2009                                     187,000
                            2010                                     194,000
                            2011-2015                                976,000

NOTE 14 - STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL

The Office of Thrift  Supervision  (the "OTS") imposes  various  restrictions or
requirements   on  the  ability  of  savings   institutions   to  make   capital
distributions,  including  cash  dividends.  A  savings  institution  that  is a
subsidiary of a savings and loan holding company, such as the Bank, must file an
application  or a notice  with  the OTS at least  thirty  days  before  making a
capital  distribution.  A savings institution must file an application for prior
approval of a capital  distribution  if: (i) it is not  eligible  for  expedited
treatment  under the  applications  processing  rules of the OTS; (ii) the total
amount  of  all  capital   distributions,   including   the   proposed   capital
distribution,  for the applicable  calendar year would exceed an amount equal to
the  savings   institution's   net  income  for  that  year  to  date  plus  the
institution's  retained net income for the preceding  two years;  (iii) it would
not  adequately  be  capitalized  after the  capital  distribution;  or (iv) the
distribution would violate an agreement with the OTS or applicable  regulations.
As a result of the dividend paid by the Bank to the Company in  connection  with
the acquisition of West Essex and its  subsidiaries,  it is likely that the Bank
will be required to file an application,  rather than a notice,  for any planned
capital distributions.

The Bank is subject to various regulatory capital  requirements  administered by
Federal  banking  agencies.  Failure to meet minimum  capital  requirements  can
initiate certain mandatory - and possibly additional  discretionary - actions by
regulators  that,  if  undertaken,  could have a direct  material  effect on the
Bank's consolidated financial statements.  Under capital adequacy guidelines and
the  regulatory  framework  for  prompt  corrective  action,  the Bank must meet
specific  capital  guidelines that involve  quantitative  measures of the Bank's
assets,  liabilities,  and certain  of-balance-sheet  items as accumulated under
regulatory accounting  practices.  The Bank's capital amounts and classification
are also subject to qualitative  judgments by the regulators  about  components,
risk weighting, and other factors.

The  OTS  may  disapprove  a  notice  or  deny  an  application  for  a  capital
distribution if: (i) the savings institution would be undercapitalized following
the capital  distribution;  (ii) the proposed capital distribution raises safety
and  soundness  concerns;  or (iii) the  capital  distribution  would  violate a
prohibition  contained  in any statute,  regulation  or  agreement.  The capital
distributions  by Kearny Financial Corp., as a savings and loan holding company,
will not be subject to the OTS capital distribution rules.

--------------------------------------------------------------------------------
                                      F-30

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14 - STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL (CONTINUED)

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  the Bank to  maintain  minimum  amounts  and ratios of Total and Tier 1
capital (as defined in the  regulations) to  risk-weighted  assets (as defined),
and of Tier 1 capital to  adjusted  total  assets (as  defined).  The  following
tables present a  reconciliation  of capital per accepted  principles  generally
accepted in the United  States of America  ("GAAP") and  regulatory  capital and
information as to the Bank's capital levels at the dates presented:

<TABLE>
<CAPTION>
                                                                                                         June 30,
                                                                                                -----------------------------
                                                                                                  2005                2004
                                                                                                --------            --------
                                                                                                   (In Thousands)

<S>                                                                                           <C>                 <C>
          GAAP capital:
               Consolidated capital                                                             $505,482            $293,505
               Less:  Unconsolidated capital of the Company                                     (109,653)             (1,520)
                                                                                                --------            --------

               Bank capital                                                                      395,829             291,985

          Less:  Unrealized gain on securities                                                    (5,485)            (10,008)
                   Goodwill                                                                      (82,263)            (82,263)
                   Intangible assets                                                              (1,564)             (2,200)
                                                                                                --------            --------

          Core and tangible capital                                                              306,517             197,514
          Add:  General valuation allowance                                                        5,416               5,029
                   Unrealized gain on equity securities                                            3,467               7,026
                                                                                                --------            --------

               Total regulatory capital                                                         $315,400            $209,569
                                                                                                ========            ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       To be Well
                                                                                                    Capitalized under
                                                                           For Capital Adequacy       Prompt Corrective
                                                        Actual                  Purposes             Action Provisions
                                             -------------------------  -------------------------  -----------------------
                                               Amount          Ratio       Amount         Ratio     Amount         Ratio
                                               ------          -----       ------         -----     ------         -----
                                                                       (Dollars in Thousands)
<S>                                         <C>              <C>      <C>              <C>      <C>             <C>
As of June 30, 2005:
     Total capital (to risk-weighted
         assets)                              $315,400         45.19%   $=>55,833        =>8.00%  $=>69,791       =>10.00%
     Tier 1 capital (to risk-weighted
         assets)                               306,517         43.92            -             -    =>41,875       => 6.00
     Core (Tier 1) capital (to adjusted
         total assets                          306,517         15.94     =>57,672        =>3.00    =>96,119       => 5.00
     Tangible capital (to adjusted total
         assets)                               306,517         15.94     =>28,836        =>1.50           -             -

As of June 30, 2004:
     Total capital (to risk-weighted
         assets)                              $209,569         32.56%   $=>51,490        =>8.00%  $=>64,362       =>10.00%
     Tier 1 capital (to risk-weighted
         assets)                               197,514         30.69            -             -    =>38,617       => 6.00
     Core (Tier 1) capital (to adjusted
         total assets                          197,514         10.76     =>55,068        =>3.00    =>91,780       => 5.00
     Tangible capital (to adjusted total
         assets)                               197,514         10.76     =>27,534        =>1.50           -             -

</TABLE>

--------------------------------------------------------------------------------
                                      F-31

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 14 - STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL (CONTINUED)

On January 3, 2005,  the most  recent  notification  from the OTS,  the Bank was
categorized as well  capitalized as of September 30, 2004,  under the regulatory
framework for prompt  corrective  action.  There are no  conditions  existing or
events which have occurred  since  notification  that  management  believes have
changed the Bank's category.


NOTE 15 - INCOME TAXES

The Bank qualifies as a savings institution under the provisions of the Internal
Revenue  Code  (the  "IRC").  Retained  earnings  at  June  30,  2005,  includes
approximately  $30.5  million of bad debt  allowance,  pursuant to the IRC,  for
which income taxes have not been  provided.  If such amount is used for purposes
other than or to absorb bad debts,  including  distributions in liquidation,  it
will be subject to income tax at the then current rate.

The components of income taxes are as follows:

                                                 Years Ended June 30,
                                            ------------------------------
                                              2005      2004       2003
                                            -------   -------    -------
                                                   (In Thousands)

         Current tax expense:
              Federal income                $ 6,125   $ 3,600    $ 3,319
              State income                    1,226     1,589      2,652
                                            -------   -------    -------

                                              7,351     5,189      5,971
                                            -------   -------    -------

         Deferred tax (benefit):
              Federal income                    325       470        (72)
              State income                       18        86       (662)
                                            -------   -------    -------

                                                343       556       (734)
                                            -------   -------    -------

                                            $ 7,694   $ 5,745    $ 5,237
                                            =======   =======    =======


--------------------------------------------------------------------------------
                                      F-32

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15 - INCOME TAXES (CONTINUED)

The following  table presents  reconciliation  between the reported income taxes
and the income  taxes which would be  computed  by applying  the normal  federal
income tax rate of 35% to income before income taxes:

<TABLE>
<CAPTION>
                                                                      Years Ended June 30,
                                                                ---------------------------------
                                                                  2005        2004       2003
                                                                         (In Thousands)

       <S>                                                    <C>         <C>         <C>
       Federal income tax expense                               $ 9,307     $ 6,525     $ 3,252
       Increases (reductions) in income taxes resulting from:
              Tax exempt interest                                (2,223)     (1,780)     (1,301)
              New Jersey state tax, net of federal income
                  tax effect                                        809       1,106       1,314
              Compensation in excess of limit                         -           -       1,548
              Nondeductible merger expenses                           -         207         934
              Tax benefit on disqualified distribution                -           -        (610)
              Other items, net                                     (199)       (313)        100
                                                                -------     -------     -------

       Total income tax expense                                 $ 7,694     $ 5,745     $ 5,237
                                                                =======     =======     =======

       Effective income tax rate                                  28.93%      30.82%      56.36%
                                                                =======     =======     =======
</TABLE>

The effective  income tax rate  represents  total income tax expense  divided by
income before income taxes.

The tax effects of  existing  temporary  differences  that give rise to deferred
income tax assets and liabilities are as follows:

                                                               June 30,
                                                          -----------------
                                                            2005      2004
                                                          -------   -------
                                                            (In Thousands)

  Deferred income tax assets:
       Allowance for loan losses                          $ 2,212   $ 2,108
       Goodwill                                               453       998
       Benefit plans                                        1,184     1,069
       Compensation                                           167         -
       Other                                                   61        71
                                                          -------   -------

                                                            4,077     4,246
                                                          -------   -------

  Deferred income tax liabilities:
       Unrealized gain on available for sale securities     2,953     5,410
       Depreciation                                           541       377
       Other                                                   89        79
                                                          -------   -------

                                                            3,583     5,866
                                                          -------   -------

  Net deferred income tax (liabilities) assets            $   494   $(1,620)
                                                          =======   =======

--------------------------------------------------------------------------------
                                      F-33

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 16 - COMMITMENTS

The Bank  has  non-cancellable  operating  leases  for  branch  offices.  Rental
expenses  paid  during  the years  ended  June 30,  2005,  2004 and  2003,  were
approximately  $327,000,  $343,000, and $352,000,  respectively.  Future minimum
rental commitments are as follows:

                   Year Ended June 30:
                        2006                         $  314,000
                        2007                            271,000
                        2008                            240,000
                        2009                            203,000
                        2010                            187,000
                        Thereafter                      825,000
                                                     ----------

                                                     $2,040,000
                                                     ==========

The Bank is a party to financial instruments with  off-balance-sheet risk in the
normal course of business to meet the financing  needs of its  customers.  These
financial  instruments include commitments to extend credit. The Bank's exposure
to  credit  loss in the  event  of  nonperformance  by the  other  party  to the
financial  instrument  for  commitments  to extend credit is  represented by the
contractual notional amount of those instruments.  The Bank uses the same credit
policies  in  making  commitments  and  conditional  obligations  as it does for
on-balance-sheet instruments.

The outstanding loan commitments are as follows:

                                                                June 30,
                                                        -----------------------
                                                          2005            2004
                                                        -------         -------
                                                           (In Thousands)

      Mortgage loans                                    $30,594         $23,678
      Home equity loans                                   3,089           4,027
      Commercial lines of credit                              -             265
      Construction loans                                  2,300           4,483
      Purchase of participations                              -             607
      Construction loans in process                       6,489           5,278
      Undisbursed funds from approved lines of credit    27,707          23,817
                                                        -------         -------

                                                        $70,179         $62,155
                                                        =======         =======

At June 30, 2005, the outstanding  mortgage loan commitments include $23,673,000
for fixed  rate  loans  with  interest  rates  ranging  from  4.50% to 6.75% and
$6,921,000 for adjustable  rate loans with an initial rate ranging from 4.00% to
6.13%. Home equity loan commitments  include $2,979,000 of fixed rate loans with
interest  rates  ranging from 4.38% to 7.00% and $110,000  for  adjustable  rate
loans with an initial rate of 5.50%. Construction loan commitments are for loans
with interest  rates ranging from 1.00% to 1.50% above the prime rate  published
in the Wall Street Journal.  Undisbursed funds from approved lines of credit are
adjustable  rate loans with  interest  rates  ranging  from 1.00% below to 2.00%
above the prime rate published in the Wall Street Journal.


--------------------------------------------------------------------------------
                                      F-34

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 16 - COMMITMENTS (CONTINUED)

At June 30, 2004, the outstanding  mortgage loan commitments include $22,980,000
for fixed  rate  loans  with  interest  rates  ranging  from  4.38% to 6.50% and
$1,698,000 for adjustable  rate loans with an initial rate ranging from 3.88% to
6.38%. Home equity loan commitments include $3,019,000 for fixed rate loans with
interest  rates  ranging from 4.63% to 6.25% and $949,000  for  adjustable  rate
loans with an initial rate of 4.00%.  Commercial lines of credit commitments are
for loans with  interest  rates ranging from 0.50% to 1.00% above the prime rate
published in the Wall Street  Journal.  Construction  loan  commitments  are for
loans with  interest  rates  ranging  from  1.00% to 1.50%  above the prime rate
published in the Wall Street Journal. Commitments to purchase participations are
for loans at a fixed rate, set at the funding date,  ranging from 1.35% to 1.36%
above the Federal Home Loan Bank of New York CIP advance rate for ten year or 15
year  advances.  Undisbursed  funds from approved lines of credit are adjustable
rate loans with interest rates ranging from 1.00% below to 2.00% above the prime
rate published in the Wall Street Journal.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future  cash   requirements.   The  Bank  evaluates  each  customer's
creditworthiness  on a case-by-case  basis. The amount of collateral obtained if
deemed  necessary by the Bank upon extension of credit is based on  management's
credit evaluation of the counterparty.

The Bank has  established  an  overnight  line of  credit  and  companion  (DRA)
commitment,  each in the amount of $50,000,000,  with the Federal Home Loan Bank
of New York,  which expire on December 15, 2005.  As of June 30, 2005,  no funds
were drawn against these credit lines.

At June 30, 2005,  the Bank has  commitments  for building  improvements  in the
amount of  $927,000.  In  addition,  the Bank also has, in the normal  course of
business, commitments for servicers and supplies. Management does not anticipate
losses on any of these transactions.

The Company and subsidiaries are also party to litigation which arises primarily
in the ordinary course of business.  In the opinion of management,  the ultimate
disposition of such litigation  should not have a material adverse effect on the
consolidated financial position of the Company.


NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments:

Cash and Cash Equivalents and Interest Receivable

     The carrying amounts for cash and cash equivalents and interest  receivable
     approximate fair value because they mature in three months or less.

Securities  Available  for Sale,  Investment  Securities  Held to  Maturity  and
Mortgage-Backed Securities Held to Maturity

     The fair values for securities  available for sale,  investment  securities
     held to maturity and mortgage-backed  securities held to maturity are based
     on quoted  market  prices when  available.  If quoted market prices are not
     available,  fair value is estimated  using quoted market prices for similar
     securities.


--------------------------------------------------------------------------------
                                      F-35

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Loans Receivable

     The fair value of loans  receivable is estimated by discounting  the future
     cash flows, using the current rates at which similar loans would be made to
     borrowers   with  similar   credit  ratings  and  for  the  same  remaining
     maturities, of such loans.

Deposits

     The fair value of demand,  savings and club accounts is equal to the amount
     payable on demand at the reporting  date. The fair value of certificates of
     deposit is estimated using rates currently  offered for deposits of similar
     remaining  maturities.  The fair value estimates do not include the benefit
     that  results  from the low-cost  funding  provided by deposit  liabilities
     compared to the cost of borrowing funds in the market.

Advances from FHLB

     Fair value is  estimated  using rates  currently  offered  for  advances of
     similar remaining maturities.

Commitments

     The fair  value of  commitments  to fund  credit  lines  and  originate  or
     participate  in loans is estimated  using fees  currently  charged to enter
     into  similar  agreements  taking into account the  remaining  terms of the
     agreements  and the present  creditworthiness  of the  counterparties.  For
     fixed rate loans  commitments,  fair value also  considers  the  difference
     between  current levels of interest and the committed  rates.  The carrying
     value,  represented  by the net deferred fee arising from the  unrecognized
     commitment,  and the fair value,  determined by  discounting  the remaining
     contractual  fee over  the  term of the  commitment  using  fees  currently
     charged to enter into similar  agreements with similar credit risk, are not
     considered  material for disclosure.  The  contractual  amounts of unfunded
     commitments are presented in Note 16.

     The carrying  amounts and estimated fair values  of  financial  instruments
     are as follows:

<TABLE>
<CAPTION>
                                                                                           June 30,
                                                             ------------------------------------------------------------------
                                                                          2005                               2004
                                                             -------------------------------  ---------------------------------
                                                                                 Estimated                          Estimated
                                                               Carrying           Fair            Carrying            Fair
                                                                Amount            Value            Amount            Value
                                                                ------            -----            ------            -----
                                                                                      (In Thousands)

<S>                                                        <C>              <C>                <C>               <C>
Financial assets:
     Cash and cash equivalents                               $  139,865       $  139,865         $  39,488         $  39,488
     Securities available for sale                               33,591           33,591            41,564            41,564
     Investment securities held to maturity                     470,098          469,221           435,870           428,775
     Loans receivable                                           558,018          550,655           505,794           510,437
     Mortgage-backed securities held to maturity                758,121          762,730           771,353           772,710
     Interest receivable                                         10,430           10,430             9,861             9,861

Financial liabilities:
     Deposits                                                 1,528,777        1,528,203         1,537,510         1,540,029
     Advances from FHLB                                          61,687           63,814            94,234            95,217
</TABLE>


--------------------------------------------------------------------------------
                                      F-36

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Limitations

     Fair value estimates are made at a specific point in time based on relevant
     market information and information about the financial  instruments.  These
     estimates  do not reflect any  premium or discount  that could  result from
     offering for sale at one time the entire holdings of a particular financial
     instrument. Because no market value exists for a significant portion of the
     financial instrument, fair value estimates are based on judgments regarding
     future  expected  loss  experience,   current  economic  conditions,   risk
     characteristics  of various financial  instrument and other factors.  These
     estimates are subjective in nature,  involve  uncertainties  and matters of
     judgment and,  therefore,  cannot be determined with precision.  Changes in
     assumptions could significantly affect the estimates.

     The fair value  estimates  are based on existing  on-and-of  balance  sheet
     financial  instruments  without  attempting the value of anticipated future
     business and the value of assets and  liabilities  that are not  considered
     financial  instruments.  Other significant  assets and liabilities that are
     not  considered  financial  assets and  liabilities  include  premises  and
     equipment,  and  advances  from  borrowers  for  taxes  and  insurance.  In
     addition,  the  ramifications  related to the realization of the unrealized
     gains and losses can have a significant  effect on fair value estimates and
     have not been considered in any of the estimates.

     Finally, reasonable comparability between financial institutions may not be
     likely due to the wide range of permitted valuation techniques and numerous
     estimates which must be made given the absence of active secondary  markets
     for many of the  financial  instruments.  This  lack of  uniform  valuation
     methodologies   introduces  a  greater  degree  of  subjectivity  to  these
     estimated fair values.


NOTE 18 - PARENT ONLY FINANCIAL INFORMATION

Kearny Financial Corp. operates its wholly owned subsidiaries,  Kearny Financial
Securities,   Inc.  and  Kearny  Federal  Savings  Bank  and  its   wholly-owned
subsidiaries.  The  consolidated  earnings of the subsidiaries are recognized by
the Company using equity method of  accounting.  Accordingly,  the  consolidated
earnings  of  the  subsidiaries  are  recorded  as  increase  in  the  Company's
investment  in the  subsidiaries.  The  following  are the  condensed  financial
statements for Kearny Financial Corp. (Parent Company only) as June 30, 2005 and
2004, and for each of the years in the three-year period ended June 30, 2005.

                   CONDENSED STATEMENTS OF FINANCIAL CONDITION

                                                                June 30,
                                                       -------------------------
                                                          2005           2004
                                                        --------       --------
                                                            (In Thousands)

                  ASSETS
Cash and amounts due from depository institutions       $ 92,305       $  1,234
Securities available for sale                                  -          1,104
ESOP loan receivable                                      17,198              -
Accrued interest receivable                                   79              3
Investment in subsidiaries                               395,831        291,985
Other assets                                                 241            283
                                                        --------       --------

                                                        $505,654       $294,609
                                                        ========       ========


--------------------------------------------------------------------------------
                                      F-37

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 18 - PARENT ONLY FINANCIAL INFORMATION (CONTINUED)

                   CONDENSED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                                                         June 30,
                                                                                              ------------------------------
                                                                                                 2005                2004
                                                                                              ----------          ----------
                                                                                                   (In Thousands)

                             LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                         <C>                 <C>
          Due to subsidiaries                                                                 $      105          $    1,104
          Other liabilities                                                                           67                   -
          Stockholders' equity (A)                                                               505,482             293,505
                                                                                              ----------          ----------

                                                                                                $505,654            $294,609
                                                                                                ========            ========
</TABLE>

(A)  At June 30, 2005, the Company was 70% owned by Kearny MHC, a Mutual Holding
     Company. At June 30, 2004, the Company was wholly-owned by Kearny MHC.

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         Years Ended June 30,
                                                   --------------------------------
                                                      2005       2004        2003
                                                   --------   --------   ----------
                                                            (In Thousands)

<S>                                               <C>        <C>         <C>
Net interest income                                $  1,723   $    110    $     86
Gain on sale of available for sale securities            71          -           -
Equity in undistributed earnings of subsidiaries     17,988     13,442       5,256
                                                   --------   --------    --------

                                                     19,782     13,552       5,342
                                                   --------   --------    --------

Directors' fees                                         125         67          32
Merger expense                                            -        592       1,176
Other expenses                                          126          -          74
                                                   --------   --------    --------

                                                        251        659       1,282
                                                   --------   --------    --------

       Income before Income Taxes                    19,531     12,893       4,060

       Income Tax Expense (Benefit)                     633         (4)          5
                                                   --------   --------    --------

       Net income                                  $ 18,898   $ 12,897    $  4,055
                                                   ========   ========    ========
</TABLE>


--------------------------------------------------------------------------------
                                      F-38

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 18 - PARENT ONLY FINANCIAL INFORMATION (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                              Years Ended June 30,
                                                      -----------------------------------
                                                         2005         2004         2003
                                                      ---------    ---------    ---------
                                                                (In Thousands)
<S>                                                 <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                       $  18,898    $  12,897    $   4,055
     Adjustments to reconcile net income to net
         cash provided by (used in) operating
         activities:
     Equity in undistributed earnings of the
         subsidiaries                                   (17,988)     (13,442)      89,030
     Amortization of premiums                                 -            2            4
     Realized gain on sale of securities available
         for sale                                           (71)           -            -
     (Increase) decrease in accrued interest
         receivable                                         (76)           -           40
     Decrease in intercompany receivable                      -            -          961
     Other assets                                            63          394          (79)
     Other liabilities                                     (932)          16          953
     Minority interest in consolidated subsidiaries           -            -          789
                                                      ---------    ---------    ---------
       Net Cash Provided by (Used in) Operating
           Activities                                      (106)        (133)      95,753
                                                      ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of Pulaski minority interest                    -            -      (26,433)
     Deposit for acquisition of West Essex minority
         interest                                             -            -      (67,853)
     Proceeds from sale of securities available
         for sale                                         1,115            -            -
     Loan to ESOP                                       (17,457)           -            -
     Repayment of loan to ESOP                              259            -            -
     Capital contributions to subsidiaries             (107,307)           -            -
                                                      ---------    ---------    ---------

       Net Cash Used in Investing Activities           (123,390)           -      (94,286)
                                                      ---------    ---------    ---------
</TABLE>


--------------------------------------------------------------------------------
                                      F-39

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 18 - PARENT ONLY FINANCIAL INFORMATION (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     Years Ended June 30,
                                                               ------------------------------
                                                                 2005       2004        2003
                                                               --------   --------    -------
                                                                        (In Thousands)
<S>                                                        <C>         <C>         <C>
          CASH FLOWS FROM FINANCING ACTIVITIES
               Proceeds from issuance of common stock of
                   West Essex Bancorp, Inc.                  $      -   $      -    $    345
               Proceeds from issuance of common stock of
                   Kearny Financial Corp.                     214,567          -           -
               Dividends paid to minority stockholders o)
                   West Essex Bancorp, Inc. and Pulaski
                   Bancorp, Inc.                                    -          -      (1,054
                                                             --------   --------    --------

                 Net Cash Provided by (Used in) Financin)
                     Activities                               214,567          -        (709
                                                             --------   --------    --------

                 Net Increase (Decrease) in Cash and Cash
                     Equivalents                               91,071       (133)        758

          CASH AND CASH EQUIVALENTS - BEGINNING                 1,234      1,367         609
                                                             --------   --------    --------

          CASH AND CASH EQUIVALENTS - ENDING                 $ 92,305   $  1,234    $  1,367
                                                             ========   ========    ========

          SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS
               Minority interest in consolidated subsidi$ries       -   $ 17,336    $      -
                                                             ========   ========    ========

               Goodwill - West Essex acquisition             $      -   $ 50,517    $      -
                                                             ========   ========    ========

               Deposit for acquisition of West Essex         $      -   $(67,853)   $      -
                                                             ========   ========    ========
</TABLE>


--------------------------------------------------------------------------------
                                      F-40

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 19 - RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Stock-Based  Payments: In December 2004, the FASB issued SFAS No.
123 (revised),  "Share-Based  Payment." SFAS No. 123 (revised) replaces SFAS No.
123 and  supersedes  APB  Opinion  No.  25.  SFAS  No.  123  (revised)  requires
compensation costs related to share-based payment  transactions to be recognized
in the financial statements over the period that an employee provides service in
exchange for the award.  Public companies are required to adopt the new standard
using a modified prospective method and may elect to restate prior periods using
the  modified  retrospective  method.  Under the  modified  prospective  method,
companies are required to record  compensation  cost for new and modified awards
over  the  related  vesting  period  of such  awards  prospectively  and  record
compensation  cost  prospectively  for  the  unvested  portion  at the  date  of
adoption, of previously issued and outstanding awards over the remaining vesting
period of such awards.  No change to prior periods  presented is permitted under
the  modified  prospective  method.  Under the  modified  retrospective  method,
companies  record  compensation  costs for prior periods  retroactively  through
restatement  of such periods using the exact pro forma amounts  disclosed in the
companies'  footnotes.  Also,  in the period of  adoption  and after,  companies
record compensation cost based on the modified prospective method.

On April 14, 2005, the Securities and Exchange  Commission (the "SEC") adopted a
new rule that amends the compliance dates for SFAS No. 123 (revised).  Under the
new rule,  we are  required to adopt SFAS No. 123  (revised) in the first annual
period  beginning  after  June 15,  2005.  Early  application  of SFAS  No.  123
(revised)  is  encouraged,  but not  required.  Accordingly,  we are required to
record  compensation  expense for all new awards granted and any awards modified
after  July 1,  2006.  In  addition,  the  transition  rules  under SFAS No. 123
(revised)  will require that,  for all awards  outstanding  at July 1, 2006, for
which the  requisite  service has not yet been  rendered,  compensation  cost be
recorded as such service is rendered after July 1, 2006.

The  pronouncement  related to stock-based  payments will not have any effect on
our existing historical consolidated financial statements as we do not presently
have stock-based  compensation plans and as restatements of previously  reported
periods will not be required.

Accounting For Variable Interest  Entities:  In December 2003, the FASB issued a
revision to Interpretation  46,  "Consolidation of Variable Interest  Entities,"
which  established  standards for identifying a variable interest entity ("VIE")
and for determining  under what  circumstances a VIE should be consolidated with
its  primary  beneficiary.  Application  of this  interpretation  is required in
financial  statements of public entities that have interests in  special-purpose
entities for periods  ending after  December  15,  2003.  Application  by public
entities,  other  than small  business  issuers,  for all other  types of VIE is
required in financial  statements for periods ending after March 15, 2004. Small
business issuers must apply this interpretation to all other types of VIE at the
end of the first  reporting  period ending after December 15, 2004. The adoption
of this interpretation has not had and is not expected to have a material effect
on our financial position or results of operations.

Accounting  for  Certain  Financial  Instruments  with  Characteristics  of both
Liabilities and Equity:  In May 2003, the FASB issued SFAS No. 150,  "Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity." SFAS No. 150  establishes  standards for how a company  classifies  and
measures certain financial  instruments with characteristics of both liabilities
and  equity  as well as  their  classification  in the  company's  statement  of
financial position. It requires that the company classify a financial instrument
that is  within  its  scope as a  liability  when that  instrument  embodies  an
obligation  of the  issuer.  SFAS  No.  150  did  not  have  any  impact  on our
consolidated financial statements.


--------------------------------------------------------------------------------
                                      F-41

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 19 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Amendment of SFAS No. 133 on Derivative  Instruments and Hedging Activities:  On
April 30, 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133.  With a number of  exemptions,  SFAS No. 149 is effective for contracts
entered into or modified  after June 30, 2003.  The adoption of SFAS No. 149 did
not have a material impact on our consolidated financial statements.

Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others: In November 2002, the FASB issued
FASB Interpretation No. 45, "Guarantor's  Accounting and Disclosure Requirements
for Guarantees,  Including Indirect  Guarantees of Indebtedness of Others" ("FIN
45").  FIN 45  requires a  guarantor  entity,  at the  inception  of a guarantee
covered  by the  measurement  provisions  of the  interpretation,  to  record  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  In addition,  FIN 45 elaborates on  previously  existing  disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters of credit.  We do not have any  financial  letters of credit at June 30,
2005 or at December 31, 2004.


NOTE 20 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a condensed  summary of quarterly results of operations for the
years ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                           Year Ended June 30, 2005
                                                       -------------------------------------------------------------------------
                                                        First Quarter      Second Quarter     Third Quarter      Fourth Quarter
                                                        -------------      --------------     -------------      --------------
                                                                    (In Thousands, Except Per Share Data)

<S>                                                      <C>                <C>                <C>                 <C>
Interest income                                            $19,907            $19,832            $21,078             $21,624
Interest expense                                             7,103              7,174              7,764               8,381
                                                           -------            -------            -------             -------

       Net Interest Income                                  12,804             12,658             13,314              13,243

Provision for loan losses                                      151                (34)              (110)                 61
                                                           -------            -------            -------             -------

       Net Interest Income after Provision for
           Loan Losses                                      12,653             12,692             13,424              13,182

Noninterest income                                             494                410                492               8,107
Noninterest expenses                                         7,789              8,767              8,811               9,495
                                                           -------            -------            -------             -------

       Income before Income Taxes                            5,358              4,335              5,105              11,794

Income taxes                                                 1,562              1,143              1,279               3,710
                                                           -------            -------            -------             -------

       Net Income                                          $ 3,796            $ 3,192            $ 3,826             $ 8,084
                                                           =======            =======            =======             =======

Net income per common share:
     Basic (As restated)                                   $  0.07            $  0.06            $  0.06             $  0.11
                                                           =======            =======            =======             =======

     Diluted (As restated)                                 $  0.07            $  0.06            $  0.06             $  0.11
                                                           =======            =======            =======             =======

</TABLE>


--------------------------------------------------------------------------------
                                      F-42

<PAGE>

KEARNY FINANCIAL CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 21 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                           Year Ended June 30, 2004
                                                       -----------------------------------------------------------------------
                                                       First Quarter    Second Quarter       Third Quarter      Fourth Quarter
                                                       -------------    --------------       -------------      --------------
                                                                    (In Thousands, Except Per Share Data)
<S>                                                      <C>                <C>                <C>                 <C>
Interest income                                            $19,656            $19,664            $19,780             $19,554
Interest expense                                             9,158              8,198              7,597               7,147
                                                           -------            -------            -------             -------

       Net Interest Income                                  10,498             11,466             12,183              12,407

Provision for loan losses                                        -                  -                  -                   -
                                                           -------            -------            -------             -------

       Net Interest Income after Provision for
           Loan Losses                                      10,498             11,466             12,183              12,407

Noninterest income                                             438                355                403                 364
Noninterest expenses                                         7,743              7,093              7,310               7,326
                                                           -------            -------            -------             -------

       Income before Income Taxes                            3,193              4,728              5,276               5,445

Income taxes                                                   958              1,418              1,583               1,786
                                                           -------            -------            -------             -------

       Net Income                                          $ 2,235            $ 3,310            $ 3,693             $ 3,659
                                                           =======            =======            =======             =======

Net income per common share:
     Basic (As restated)                                   $  0.04            $  0.07            $  0.07             $  0.07
                                                           =======            =======            =======             =======

     Diluted (As restated)                                 $  0.04            $  0.07            $  0.07             $  0.07
                                                           =======            =======            =======             =======

</TABLE>


                                      F-43
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       KEARNY FINANCIAL CORP.


Dated: May 15, 2006                    By: /s/John N. Hopkins
                                           -------------------------------------
                                           John N. Hopkins
                                           President and Chief Executive Officer
                                           (Duly Authorized Officer)

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this Report has been signed  below by the  following  persons on May 15, 2006 on
behalf of the Registrant and in the capacities indicated.

<TABLE>
<CAPTION>
<S>                                                     <C>

By:      /s/John N. Hopkins                                   By:      /s/Albert E. Gossweiler
         -------------------------------------                         -------------------------------
         John N. Hopkins                                               Albert E. Gossweiler
         President and Chief Executive Officer                         Senior Vice President and Chief
         (Principal Executive Officer)                                 Financial Officer
                                                                       (Principal Financial Officer)


By:      /s/William C. Ledgerwood                             By:      /s/Theodore J. Aanensen
         -------------------------------------                         -------------------------------
         William C. Ledgerwood                                         Theodore J. Aanensen
         Senior Vice President, Treasurer and                          Director
           Chief Accounting Officer
         (Principal Accounting Officer)


By:      /s/John J. Mazur Jr.                                 By:      /s/Joseph P. Mazza
         -------------------------------------                         -------------------------------
         John J. Mazur Jr.                                             Joseph P. Mazza
         Chairman                                                      Director


By:      /s/Matthew T. McClane                                By:      /s/John F. McGovern
         -------------------------------------                         -------------------------------
         Matthew T. McClane                                            John F. McGovern
         Director                                                      Director

By:      /s/Leopold W. Montanaro                              By:      /s/John F. Regan
         -------------------------------------                         -------------------------------
         Leopold W. Montanaro                                          John F. Regan
         Director                                                      Director

By:      /s/Henry S. Parow
         -------------------------------------
         Henry S. Parow
         Director
</TABLE>