##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: September 30, 2006
 Commission file number: 0-51557
 Investors Bancorp, Inc.
  Delaware
    
    22-3493930(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 101 JFK Parkway, Short Hills, New Jersey 07078
 (973) 924-5100
 þ o
  o o o o þ o
 o þ




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##### 



Investors Bancorp, Inc.
FORM 10-Q
 Index
 PagePart I. Financial InformationItem 1.
    
    Financial Statements
    
    
    1Consolidated Balance Sheets as of September 30, 2006
(unaudited) and June 30, 2006
    
    
    1Consolidated Statements of Income for the Three
Months Ended September 30, 2006 and 2005 (unaudited)
    
    
    2Consolidated Statements of Stockholders Equity for
the Three Months Ended September 30, 2006 and 2005 (unaudited)
    
    
    3Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 2006 and 2005 (unaudited)
    
    
    4Notes to Consolidated Financial Statements
     
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    9Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    23Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    23Item 1A.
    
    Risk Factors
    
    
    23Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3.
    
    Defaults upon Senior Securities
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 5.
    
    Other Information
    
    
    24Item 6.
    
    Exhibits
    
    
    24Signature Page
    
    
    25EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 INVESTORS BANCORP, INC. AND SUBSIDIARY
 
   September 30,
    
    
    June 30,2006
    
    
    2006(In thousands)AssetsCash and cash equivalents
    
    $
    28,075
    
    
    
    39,824Securities available-for-sale, at estimated fair value
    
    
    508,137
    
    
    
    528,876Securities held-to-maturity, net (estimated fair value of
$1,643,786 and $1,695,975 at September 30, 2006
and June 30, 2006, respectively)
    
    
    1,683,418
    
    
    
    1,763,032Loans receivable, net
    
    
    3,191,520
    
    
    
    2,960,583Loans held-for-sale
    
    
    2,414
    
    
    
    974Stock in the Federal Home Loan Bank
    
    
    48,893
    
    
    
    46,125Accrued interest receivable
    
    
    23,790
    
    
    
    21,053Office properties and equipment, net
    
    
    27,446
    
    
    
    27,911Net deferred tax asset
    
    
    26,052
    
    
    
    28,176Bank owned life insurance contract
    
    
    85,262
    
    
    
    78,903Other assets
    
    
    1,700
    
    
    
    1,789Total assets
    
    $
    5,626,707
    
    
    
    5,497,246Liabilities and Stockholders EquityLiabilities:Deposits
    
    $
    3,356,658
    
    
    
    3,302,043Borrowed funds
    
    
    1,307,232
    
    
    
    1,245,740Advance payments by borrowers for taxes and insurance
    
    
    16,050
    
    
    
    15,337Other liabilities
    
    
    31,677
    
    
    
    33,939Total liabilities
    
    
    4,711,617
    
    
    
    4,597,059Stockholders equity:Preferred stock, $0.01 par value, 500,000 authorized shares;
none issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 200,000,000 shares authorized;
116,275,688 issued and outstanding at September 30, 2006
and June 30, 2006
    
    
    532
    
    
    
    532Additional paid-in capital
    
    
    525,105
    
    
    
    524,962Unallocated common stock held by the employee stock
ownership plan
    
    
    (40,059
    )
    
    
    (40,414
    )Retained earnings
    
    
    436,148
    
    
    
    426,233Accumulated other comprehensive loss:Net unrealized loss on securities available for sale, net of tax
    
    
    (6,268
    )
    
    
    (10,758
    )Minimum pension liability, net of tax
    
    
    (368
    )
    
    
    (368
    )(6,636
    )
    
    
    (11,126
    )Total stockholders equity
    
    
    915,090
    
    
    
    900,187Total liabilities and stockholders equity
    
    $
    5,626,707
    
    
    
    5,497,246
  1




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##### Table of Contents



INVESTORS BANCORP, INC. AND SUBSIDIARY
 
   For the Three MonthsEnded September 30,2006
    
    
    2005(Dollars in thousands, except per share data)Interest and dividend income:Loans receivable and loans held-for-sale
    
    $
    41,912
    
    
    
    26,550Securities:Government-sponsored enterprise obligations
    
    
    1,339
    
    
    
    1,674Mortgage-backed securities
    
    
    22,053
    
    
    
    25,984Equity securities available-for-sale
    
    
    455
    
    
    
    455Municipal bonds and other debt
    
    
    2,406
    
    
    
    714Interest-bearing deposits
    
    
    169
    
    
    
    833Repurchase agreements
    
    
    
    
    
    
    262Federal Home Loan Bank stock
    
    
    697
    
    
    
    728Total interest and dividend income
    
    
    69,031
    
    
    
    57,200Interest expense:Deposits
    
    
    30,750
    
    
    
    21,716Secured borrowings
    
    
    15,814
    
    
    
    10,918Total interest expense
    
    
    46,564
    
    
    
    32,634Net interest income
    
    
    22,467
    
    
    
    24,566Provision for loan losses
    
    
    225
    
    
    
    100Net interest income after provision
for loan losses
    
    
    22,242
    
    
    
    24,466Non-interest income:Fees and service charges
    
    
    660
    
    
    
    619Increase (decrease) in and death benefits on bank owned
life insurance contract
    
    
    795
    
    
    
    (127
    )Gain on sales of mortgage loans, net
    
    
    83
    
    
    
    77Other income
    
    
    21
    
    
    
    20Total non-interest income
    
    
    1,559
    
    
    
    589Non-interest expense:Compensation and fringe benefits
    
    
    10,443
    
    
    
    9,640Advertising and promotional expense
    
    
    900
    
    
    
    603Office occupancy and equipment expense
    
    
    2,423
    
    
    
    2,644Federal insurance premiums
    
    
    110
    
    
    
    109Stationery, printing, supplies and telephone
    
    
    393
    
    
    
    492Legal, audit, accounting, and supervisory examination fees
    
    
    775
    
    
    
    349Data processing service fees
    
    
    936
    
    
    
    887Other non-interest expense
    
    
    1,107
    
    
    
    875Total non-interest expense
    
    
    17,087
    
    
    
    15,599Income before income tax expense
    
    
    6,714
    
    
    
    9,456Income tax expense
    
    
    2,363
    
    
    
    3,495Net income
    
    $
    4,351
    
    
    
    5,961Earnings per share  basic and diluted
    
    $
    0.04
    
    
    
    n/aWeighted average shares outstanding  basic and diluted
    
    
    112,246,699
    
    
    
    n/a
  2




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INVESTORS BANCORP, INC.
 
    Accumulated othercomprehensive lossAdditional
    
    
    Unallocated
    
    
    
    
    
    
    Unrealized
    
    
    Minimum
    
    
    TotalCommon
    
    
    paid-in
    
    
    Common Stock
    
    
    Retained
    
    
    gain (loss) on
    
    
    pension
    
    
    stockholdersstock
    
    
    capital
    
    
    Held by ESOP
    
    
    earnings
    
    
    securities
    
    
    liability
    
    
    equity(In thousands)Balance at June 30, 2005
    
    $
    
    
    
    
    25
    
    
    
    
    
    
    
    411,219
    
    
    
    (2,316
    )
    
    
    (1,101
    )
    
    
    407,827Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,961
    
    
    
    
    
    
    
    
    
    
    
    5,961Unrealized loss on securities available-
for-sale, net of tax benefit of $2,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,448
    )
    
    
    
    
    
    
    (3,448
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,513Balance at September 30, 2005
    
    $
    
    
    
    
    25
    
    
    
    
    
    
    
    417,180
    
    
    
    (5,764
    )
    
    
    (1,101
    )
    
    
    410,340Balance at June 30, 2006
    
    $
    532
    
    
    
    524,962
    
    
    
    (40,414
    )
    
    
    426,233
    
    
    
    (10,758
    )
    
    
    (368
    )
    
    
    900,187Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,351
    
    
    
    
    
    
    
    
    
    
    
    4,351Unrealized gain on securities available-
for-sale, net of tax expense of $2,944
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,490
    
    
    
    
    
    
    
    4,490Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,841Cumulative effect of change
in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,564
    
    
    
    
    
    
    
    
    
    
    
    5,564Allocation of ESOP stock
    
    
    
    
    
    
    143
    
    
    
    355
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    498Balance at September 30, 2006
    
    $
    532
    
    
    
    525,105
    
    
    
    (40,059
    )
    
    
    436,148
    
    
    
    (6,268
    )
    
    
    (368
    )
    
    
    915,090
  3




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INVESTORS BANCORP, INC. AND SUBSIDIARY
 
   For the Three Months EndedSeptember 30,2006
    
    
    2005(In thousands)Cash flows from operating activities:Net income
    
    $
    4,351
    
    
    
    5,961Adjustments to reconcile net income to net cash (used in) provided by operating activities:Allocation of ESOP shares
    
    
    498
    
    
    
    Amortization of premiums and accretion of discounts on securities, net
    
    
    485
    
    
    
    793Provision for loan losses
    
    
    225
    
    
    
    100Depreciation and amortization of office properties and equipment
    
    
    667
    
    
    
    791Mortgage loans originated for sale
    
    
    (10,194
    )
    
    
    (7,808
    )Proceeds from mortgage loan sales
    
    
    8,837
    
    
    
    8,392Gain on sales of mortgage loans, net
    
    
    (83
    )
    
    
    (77
    )(Increase) decrease in bank owned life insurance contract
    
    
    (795
    )
    
    
    127Increase in accrued interest receivable
    
    
    (2,737
    )
    
    
    (2,360
    )Deferred tax benefit
    
    
    (820
    )
    
    
    (1,628
    )Decrease (increase) in other assets
    
    
    89
    
    
    
    (1,094
    )(Decrease) increase in other liabilities
    
    
    (2,262
    )
    
    
    589Total adjustments
    
    
    (6,090
    )
    
    
    (2,175
    )Net cash (used in) provided by operating activities
    
    
    (1,739
    )
    
    
    3,786Cash flows from investing activities:Originations of loans
    
    
    (84,139
    )
    
    
    (118,793
    )Purchases of loans
    
    
    (237,726
    )
    
    
    (197,452
    )Payments on loans
    
    
    90,703
    
    
    
    106,755Purchases of mortgage-backed securities held-to-maturity
    
    
    (5,317
    )
    
    
    (8,551
    )Purchases of debt securities held-to-maturity
    
    
    
    
    
    
    (316,856
    )Proceeds from paydowns/maturities on mortgage-backed
securities held-to-maturity
    
    
    84,459
    
    
    
    170,047Proceeds from calls/maturities on debt securities held-to-maturity
    
    
    14
    
    
    
    35Proceeds from paydowns/maturities on mortgage-backed
securities available-for-sale
    
    
    28,146
    
    
    
    41,628Increase in repurchase agreements
    
    
    
    
    
    
    (200,000
    )Proceeds from redemptions of Federal Home Loan Bank stock
    
    
    8,932
    
    
    
    17,800Purchases of Federal Home Loan Bank stock
    
    
    (11,700
    )
    
    
    (5,150
    )Purchases of office properties and equipment
    
    
    (202
    )
    
    
    (521
    )Net cash used in investing activities
    
    
    (126,830
    )
    
    
    (511,058
    )Cash flows from financing activities:Net increase in deposits
    
    
    54,615
    
    
    
    120,257Increase in stock subscription payable
    
    
    
    
    
    
    955,963Net decrease in funds borrowed under short-term repurchase agreements
    
    
    (150,000
    )
    
    
    Proceeds from funds borrowed under other repurchase agreements
    
    
    125,000
    
    
    
    Repayments of funds borrowed under other repurchase agreements
    
    
    
    
    
    
    (265,000
    )Net increase (decrease) in Federal Home Loan Bank advances
    
    
    86,492
    
    
    
    (88,007
    )Net increase in advance payments by borrowers for taxes and insurance
    
    
    713
    
    
    
    387Net cash provided by financing activities
    
    
    116,820
    
    
    
    723,600Net (decrease) increase in cash and cash equivalents
    
    
    (11,749
    )
    
    
    216,328Cash and cash equivalents at beginning of period
    
    
    39,824
    
    
    
    81,329Cash and cash equivalents at end of period
    
    $
    28,075
    
    
    
    297,657Supplemental cash flow information:Cash paid during the period for:Interest
    
    
    44,599
    
    
    
    34,642Income taxes
    
    
    3,258
    
    
    
    189
  4




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INVESTORS BANCORP, INC. AND SUBSIDIARY
 
  1. Basis of Presentation
    2. Bank Owned Life Insurance
    5




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3. Earnings Per Share
  4. Loans Receivable, Net
  September 30,
    
    
    June 30,2006
    
    
    2006(In thousands)Residential mortgage loans
    
    $
    2,871,256
    
    
    
    2,666,559Multi-family and commercial
    
    
    81,545
    
    
    
    76,976Construction loans
    
    
    73,852
    
    
    
    65,459Consumer and other loans
    
    
    151,244
    
    
    
    139,336Total loans
    
    
    3,177,897
    
    
    
    2,948,330Premiums on purchased loans
    
    
    22,202
    
    
    
    20,327Deferred loan fees, net
    
    
    (2,016
    )
    
    
    (1,734
    )Allowance for loan losses
    
    
    (6,563
    )
    
    
    (6,340
    )$
    3,191,520
    
    
    
    2,960,583
 6




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5. Deposits
  September 30,
    
    
    June 30,2006
    
    
    2006(In thousands)Savings acounts
    
    $
    233,598
    
    
    
    226,245Checking accounts
    
    
    331,873
    
    
    
    349,014Money market accounts
    
    
    198,316
    
    
    
    212,200Total core deposits
    
    
    763,787
    
    
    
    787,459Certificates of deposit
    
    
    2,592,871
    
    
    
    2,514,584$
    3,356,658
    
    
    
    3,302,043
 6. Net Periodic Benefit Plans Expense
    Three months ended September 30,SERP and Directors Plan
    
    
    Other Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Service cost
    
    $
    313
    
    
    
    345
    
    
    $
    44
    
    
    
    49Interest cost
    
    
    240
    
    
    
    200
    
    
    
    132
    
    
    
    124Amortization of:Transition obligation
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    50Prior service cost
    
    
    47
    
    
    
    47
    
    
    
    
    
    
    
    Net loss
    
    
    40
    
    
    
    81
    
    
    
    
    
    
    
    24Total net periodic
benefit expense
    
    $
    640
    
    
    
    673
    
    
    $
    226
    
    
    
    247
  7




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7. Recent Accounting Pronouncements
     8




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
   Executive Summary
  9




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10




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Comparison of Financial Condition at September 30, 2006 and June 30, 2006
 Total Assets .
 Cash and Cash Equivalents.
 Securities.
 Net Loans.
 11




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12




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Bank Owned Life Insurance, Stock in the Federal Home Loan Bank and Other Assets.
 Deposits .
 Borrowed Funds .
 Stockholders Equity .
 Average Balance Sheets for the Three Months ended September 30, 2006 and 2005
  13




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For Three Months EndedSeptember 30, 2006
    
    
    September 30, 2005Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    Interest
    
    
    Average
    
    
    Outstanding
    
    
    Interest
    
    
    AverageBalance
    
    
    Earned/Paid
    
    
    Yield/Rate
    
    
    Balance
    
    
    Earned/Paid
    
    
    Yield/Rate(Dollars in thousands)Interest-earning assets:Due from banks
    
    $
    20,078
    
    
    $
    169
    
    
    
    3.37
    %
    
    $
    110,533
    
    
    $
    833
    
    
    
    3.01
    %Repurchase agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,435
    
    
    
    262
    
    
    
    3.44
    %Securities available-for-sale
    
    
    534,833
    
    
    
    5,722
    
    
    
    4.28
    %
    
    
    661,818
    
    
    
    6,945
    
    
    
    4.20
    %Securities held-to-maturity
    
    
    1,729,172
    
    
    
    20,531
    
    
    
    4.75
    %
    
    
    2,024,383
    
    
    
    21,882
    
    
    
    4.32
    %Net loans
    
    
    3,081,486
    
    
    
    41,912
    
    
    
    5.44
    %
    
    
    2,093,532
    
    
    
    26,550
    
    
    
    5.07
    %Stock in FHLB
    
    
    47,782
    
    
    
    697
    
    
    
    5.83
    %
    
    
    57,751
    
    
    
    728
    
    
    
    5.04
    %Total interest-earning assets
    
    
    5,413,351
    
    
    
    69,031
    
    
    
    5.10
    %
    
    
    4,978,452
    
    
    
    57,200
    
    
    
    4.60
    %Non-interest earning assets
    
    
    149,168
    
    
    
    
    
    
    
    
    
    
    
    136,441Total assets
    
    $
    5,562,519
    
    
    
    
    
    
    
    
    
    
    $
    5,114,893Interest-bearing Liabilities:Savings
    
    $
    223,182
    
    
    
    526
    
    
    
    0.94
    %
    
    $
    470,523
    
    
    
    1,005
    
    
    
    0.85
    %Interest-bearing checking
    
    
    307,730
    
    
    
    1,845
    
    
    
    2.40
    %
    
    
    282,479
    
    
    
    1,160
    
    
    
    1.64
    %Money market accounts
    
    
    207,345
    
    
    
    873
    
    
    
    1.68
    %
    
    
    306,974
    
    
    
    1,030
    
    
    
    1.34
    %Certificates of deposit
    
    
    2,555,204
    
    
    
    27,506
    
    
    
    4.31
    %
    
    
    2,408,212
    
    
    
    18,521
    
    
    
    3.08
    %Borrowed funds
    
    
    1,282,547
    
    
    
    15,814
    
    
    
    4.93
    %
    
    
    1,183,390
    
    
    
    10,918
    
    
    
    3.69
    %Total interest-bearing liabilities
    
    
    4,576,008
    
    
    
    46,564
    
    
    
    4.07
    %
    
    
    4,651,578
    
    
    
    32,634
    
    
    
    2.81
    %Non-interest bearing liabilities
    
    
    83,243
    
    
    
    
    
    
    
    
    
    
    
    59,917Total liabilities
    
    
    4,659,251
    
    
    
    
    
    
    
    
    
    
    
    4,711,495Stockholders equity
    
    
    903,268
    
    
    
    
    
    
    
    
    
    
    
    403,398Total liabilities and
stockholders equity
    
    $
    5,562,519
    
    
    
    
    
    
    
    
    
    
    $
    5,114,893Net interest income
    
    
    
    
    
    $
    22,467
    
    
    
    
    
    
    
    
    
    
    $
    24,566Net interest rate spread
    
    
    
    
    
    
    
    
    
    
    1.03
    %
    
    
    
    
    
    
    
    
    
    
    1.79
    %Net interest earning assets
    
    $
    837,343
    
    
    
    
    
    
    
    
    
    
    $
    326,874Net interest margin
    
    
    
    
    
    
    
    
    
    
    1.66
    %
    
    
    
    
    
    
    
    
    
    
    1.97
    %Ratio of interest-earning assets to total interest-
bearing liabilities
    
    
    1.18
    X
    
    
    
    
    
    
    
    
    
    
    1.07
    X
 Comparison of Operating Results for the Three Months Ended September 30, 2006 and 2005
 Net Income .
 14




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Net Interest Income .
 Interest and Dividend Income .
   Interest Expense.
   15




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Provision for Loan Losses. Comparison of Financial Condition at September 30, 2006 and June 30, 2006.
 Non-Interest Income .
 Non-Interest Expense .
 Income Taxes.
 16




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Liquidity and Capital Resources
       17




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##### Table of Contents



As of September 30, 2006Actual
    
    RequiredAmount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Total capital (to risk-weighted assets)
    
    $
    670,949
    
    
    
    25.7
    %
    
    $
    209,065
    
    
    
    8.0
    %Tier I capital (to risk-weighted assets)
    
    
    664,386
    
    
    
    25.4
    
    
    
    104,532
    
    
    
    4.0Tier I capital (to average assets)
    
    
    664,386
    
    
    
    11.9
    
    
    
    223,055
    
    
    
    4.0
 Critical Accounting Policies
  Allowance for Loan Losses.
   18




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19




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Deferred Income Taxes.
 Asset Impairment Judgments.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Qualitative Analysis
 20




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21




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Quantitative Analysis
 Net Portfolio Value (2)
    
    Net Interest IncomeIncrease (Decrease) in EstimatedChange in
    
    
    
    
    
    Estimated Increase (Decrease)
    
    
    
    
    
    Net Interest IncomeInterest Rates
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimated Net(basis points) (1)
    
    Estimated NPV
    
    Amount
    
    Percent
    
    Interest Income
    
    Amount
    
    Percent(Dollars in thousands)+200bp
    
    $
    592,215
    
    
    $
    (288,121
    )
    
    
    (32.73
    )%
    
    $
    75,540
    
    
    $
    (15,355
    )
    
    
    (16.89
    )%0bp
    
    
    880,336
    
    
    
    
    
    
    
    
    
    
    
    90,895
    
    
    
    
    
    
    
    -200bp
    
    
    976,860
    
    
    
    96,524
    
    
    
    10.96
    %
    
    
    103,759
    
    
    
    12,864
    
    
    
    14.15
    %
 
 (1)
    
    Assumes an instantaneous uniform change in interest rates at all maturities.(2)
    
    NPV is the discounted present value of expected cash flows from assets, liabilities and
off-balance sheet contracts.   22




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##### Table of Contents



Item 4. Controls and Procedures
   
 Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    There were no sales of unregistered securities during the period covered by this Report.(b)
    
    There were no issuer repurchases of securities during the period covered by this Report.On September 25, 2006, the board of directors of the Company announced the adoption of its
first Stock Repurchase Program, which authorized the repurchase of up to 10% of the
Companys publicly held outstanding shares of common stock, or 5,317,590 shares, commencing
on October 12, 2006. This program has no expiration date.
 23




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  3.1
    
    Certificate of Incorporation of Investors Bancorp, Inc.*3.2
    
    Bylaws of Investors Bancorp, Inc.*4
    
    Form of Common Stock Certificate of Investors Bancorp, Inc.*10.1
    
    Form of Employment Agreement between Investors Bancorp, Inc.
and certain executive officers*10.2
    
    Form of Change in Control Agreement between Investors Bancorp,
Inc. and certain executive officers *10.3
    
    Investors Savings Bank Director Retirement Plan*10.4
    
    Investors Savings Bank Supplemental Retirement Plan*10.5
    
    Investors Bancorp, Inc. Supplemental Wage Replacement Plan*31.1
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed as exhibits to the Companys Registration Statement on Form S-1, and any amendments
thereto, with the Securities and Exchange Commission (Registration No. 333-125703) 24




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##### Table of Contents



SIGNATURES
  Investors Bancorp, Inc.Dated: November 9, 2006
    
    /s/ Robert M. Cashill

Robert M. CashillPresident and Chief Executive OfficerDated: November 9, 2006
    
    /s/ Domenick A. Cama

Domenick A. CamaExecutive Vice President and Chief Financial Officer
 25