##### 



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, 2005
 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 þ
 o þ




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##### 



Investors Bancorp, Inc.
FORM 10-Q
 Index
 PagePart I. Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets at
September 30, 2005 (unaudited) and June 30, 2005
    
    
    1Consolidated Statements of Operations for the Three Months
Ended September 30, 2005 and 2004 (unaudited)
    
    
    2Consolidated Statements of Stockholders Equity for
the Three Months Ended September 30, 2005 and 2004 (unaudited)
    
    
    3Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 2005 and 2004 (unaudited)
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    6Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    19Part II. Other InformationItem 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21Signatures
    
    
    22




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##### 



Part I. Financial Information
 Item 1. Financial Statements
 INVESTORS BANCORP, INC.
   September 30,
    
    
    June 30,2005
    
    
    2005(Unaudited)(In thousands)AssetsCash and cash equivalents
    
    $
    297,657
    
    
    
    81,329Repurchase agreements
    
    
    200,000
    
    
    
    Securities available-for-sale, at estimated fair value
    
    
    626,415
    
    
    
    673,951Securities held-to-maturity, net (estimated fair value of
$2,167,211 and $2,032,939 at September 30, 2005 (unaudited)
and June 30, 2005, respectively)
    
    
    2,195,458
    
    
    
    2,040,882Loans receivable, net
    
    
    2,203,294
    
    
    
    1,993,904Loans held-for-sale
    
    
    2,905
    
    
    
    3,412Stock in the Federal Home Loan Bank
    
    
    48,038
    
    
    
    60,688Accrued interest and dividends receivable
    
    
    20,623
    
    
    
    18,263Office properties and equipment, net
    
    
    29,274
    
    
    
    29,544Net deferred tax asset
    
    
    17,172
    
    
    
    13,128Bank owned life insurance contract
    
    
    76,102
    
    
    
    76,229Other assets
    
    
    2,517
    
    
    
    1,423Total assets
    
    $
    5,719,455
    
    
    
    4,992,753Liabilities and Stockholders EquityLiabilities:Deposits
    
    $
    3,360,677
    
    
    
    3,240,420Borrowed funds
    
    
    960,762
    
    
    
    1,313,769Stock subscription proceeds
    
    
    955,963
    
    
    
    Advance payments by borrowers for taxes and insurance
    
    
    11,204
    
    
    
    10,817Other liabilities
    
    
    20,509
    
    
    
    19,920Total liabilities
    
    
    5,309,115
    
    
    
    4,584,926Stockholders equity:Common stock, par value $0.10. Authorized
3,000 shares; outstanding 50 shares
    
    
    
    
    
    
    Additional paid-in capital
    
    
    25
    
    
    
    25Retained earnings
    
    
    417,180
    
    
    
    411,219Accumulated other comprehensive loss:Net unrealized loss on securities
available for sale, net of tax
    
    
    (5,764
    )
    
    
    (2,316
    )Minimum pension liability, net of tax
    
    
    (1,101
    )
    
    
    (1,101
    )(6,865
    )
    
    
    (3,417
    )Total stockholders equity
    
    
    410,340
    
    
    
    407,827Total liabilities and stockholders equity
    
    $
    5,719,455
    
    
    
    4,992,753
  1




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##### 



INVESTORS BANCORP, INC.
    2005
    
    
    2004(In thousands)Interest and dividend income:Loans receivable and loans held-for-sale
    
    $
    26,550
    
    
    
    15,802Securities:Government-sponsored enterprise obligations
    
    
    1,674
    
    
    
    1,410Mortgage-backed securities
    
    
    25,984
    
    
    
    38,037Equity securities available-for-sale
    
    
    455
    
    
    
    402Municipal bonds and other debt
    
    
    714
    
    
    
    328Interest-bearing deposits
    
    
    833
    
    
    
    76Repurchase agreements
    
    
    262
    
    
    
    Federal Home Loan Bank stock
    
    
    728
    
    
    
    434Total interest and dividend income
    
    
    57,200
    
    
    
    56,489Interest expense:Deposits and stock subscription proceeds
    
    
    21,716
    
    
    
    16,247Secured borrowings
    
    
    10,918
    
    
    
    15,355Total interest expense
    
    
    32,634
    
    
    
    31,602Net interest income
    
    
    24,566
    
    
    
    24,887Provision for loan losses
    
    
    100
    
    
    
    100Net interest income after provision
for loan losses
    
    
    24,466
    
    
    
    24,787Other income:Fees and service charges
    
    
    639
    
    
    
    673(Decrease) increase on bank owned
life insurance contract
    
    
    (127
    )
    
    
    1,033Gain on sales of mortgage loans, net
    
    
    77
    
    
    
    109Total other income
    
    
    589
    
    
    
    1,815Operating expenses:Compensation and fringe benefits
    
    
    9,640
    
    
    
    8,416Advertising and promotional expense
    
    
    603
    
    
    
    680Office occupancy and equipment expense
    
    
    2,644
    
    
    
    2,659Federal insurance premiums
    
    
    109
    
    
    
    119Stationery, printing, supplies and telephone
    
    
    492
    
    
    
    470Legal, audit, accounting, and supervisory examination fees
    
    
    349
    
    
    
    370Data processing service fees
    
    
    887
    
    
    
    888Amortization of premium on deposit acquisition
    
    
    
    
    
    
    486Other operating expenses
    
    
    875
    
    
    
    682Total operating expenses
    
    
    15,599
    
    
    
    14,770Income before income tax expense
    
    
    9,456
    
    
    
    11,832Income tax expense
    
    
    3,495
    
    
    
    3,790Net income
    
    $
    5,961
    
    
    
    8,042
  2




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##### 



INVESTORS BANCORP, INC.
    Accumulated othercomprehensive lossAdditional
    
    
    
    
    
    
    Minimum
    
    
    Unrealized
    
    
    TotalCommon
    
    
    paid-in
    
    
    Retained
    
    
    pension
    
    
    losses on
    
    
    stockholdersstock
    
    
    capital
    
    
    earnings
    
    
    liability
    
    
    securities
    
    
    equity(In thousands)Balance at June 30, 2004
    
    $
    
    
    
    
    25
    
    
    
    414,361
    
    
    
    (755
    )
    
    
    (11,968
    )
    
    
    401,663Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    8,042
    
    
    
    
    
    
    
    
    
    
    
    8,042Unrealized gain on securities available-
for-sale, net of tax expense of $6,478
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,592
    
    
    
    10,592Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,634Balance at September 30, 2004
    
    $
    
    
    
    
    25
    
    
    
    422,403
    
    
    
    (755
    )
    
    
    (1,376
    )
    
    
    420,297Balance at June 30, 2005
    
    $
    
    
    
    
    25
    
    
    
    411,219
    
    
    
    (1,101
    )
    
    
    (2,316
    )
    
    
    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
    
    
    
    (1,101
    )
    
    
    (5,764
    )
    
    
    410,340
  3




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##### 



INVESTORS BANCORP, INC.
    2005
    
    
    2004(In thousands)Cash flows from operating activities:Net income
    
    $
    5,961
    
    
    
    8,042Adjustments to reconcile net income to net cash provided by operating activities:Amortization of premiums and accretion of discounts on securities, net
    
    
    793
    
    
    
    1,770Amortization of premium on deposit acquisition
    
    
    
    
    
    
    486Provision for loan losses
    
    
    100
    
    
    
    100Depreciation and amortization of office properties and equipment
    
    
    791
    
    
    
    764Mortgage loans originated for sale
    
    
    (7,808
    )
    
    
    (13,919
    )Proceeds from mortgage loan sales
    
    
    8,392
    
    
    
    12,012Gain on sales of mortgage loans, net
    
    
    (77
    )
    
    
    (109
    )Decrease (increase) in bank owned life insurance contract
    
    
    127
    
    
    
    (1,033
    )Increase in accrued interest and dividends receivable
    
    
    (2,360
    )
    
    
    (40
    )Deferred tax benefit
    
    
    (1,628
    )
    
    
    (276
    )(Increase) decrease in other assets
    
    
    (1,094
    )
    
    
    239Increase in other liabilities
    
    
    589
    
    
    
    5,182Total adjustments
    
    
    (2,175
    )
    
    
    5,176Net cash provided by operating activities
    
    
    3,786
    
    
    
    13,218Cash flows from investing activities:Net increase in loans receivable
    
    
    (209,490
    )
    
    
    (245,519
    )Purchases of mortgage-backed securities held-to-maturity
    
    
    (8,551
    )
    
    
    (4,181
    )Proceeds from calls/maturities on debt securities held-to-maturity
    
    
    35
    
    
    
    38Purchases of debt securities held-to-maturity
    
    
    (316,856
    )
    
    
    Proceeds from paydowns/maturities on mortgage-backed
securities held-to-maturity
    
    
    170,047
    
    
    
    184,639Proceeds from paydowns/maturities on mortgage-backed
securities available-for-sale
    
    
    41,628
    
    
    
    77,407Increase in repurchase agreements
    
    
    (200,000
    )
    
    
    Proceeds from redemptions of Federal Home Loan Bank stock
    
    
    17,800
    
    
    
    7,000Purchases of Federal Home Loan Bank stock
    
    
    (5,150
    )
    
    
    (5,800
    )Purchases of office properties and equipment
    
    
    (521
    )
    
    
    (2,566
    )Net cash (used in) provided by investing activities
    
    
    (511,058
    )
    
    
    11,018Cash flows from financing activities:Net increase (decrease) in deposits
    
    
    120,257
    
    
    
    (4,387
    )Increase in stock subscription payable
    
    
    955,963
    
    
    
    Net increase in funds borrowed under short-term repurchase agreements
    
    
    
    
    
    
    172,000Repayments of funds borrowed under other repurchase agreements
    
    
    (265,000
    )
    
    
    (196,000
    )Repayments of Federal Home Loan Bank advances
    
    
    (88,007
    )
    
    
    (7
    )Net increase in advance payments by borrowers for taxes and insurance
    
    
    387
    
    
    
    1,304Net cash provided by (used in) financing activities
    
    
    723,600
    
    
    
    (27,090
    )Net increase (decrease) in cash and cash equivalents
    
    
    216,328
    
    
    
    (2,854
    )Cash and cash equivalents at beginning of period
    
    
    81,329
    
    
    
    37,653Cash and cash equivalents at end of period
    
    $
    297,657
    
    
    
    34,799Supplemental cash flow information:Noncash investing activities:Real estate acquired through foreclosure
    
    $
    
    
    
    
    123Cash paid during the year for:Interest
    
    
    34,642
    
    
    
    31,939Income taxes
    
    
    189
    
    
    
    
  4




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##### 



INVESTORS BANCORP, INC. AND SUBSIDIARY
 1.
    
    Basis of PresentationThe consolidated financial statements are composed of the accounts of Investors Bancorp, Inc.
and its wholly owned subsidiary, Investors Savings Bank (Bank) (collectively, the Bancorp) and
the Banks wholly-owned significant subsidiaries, ISB Mortgage Company LLC and ISB Asset
Corporation.In the opinion of management, all the adjustments (consisting of normal and recurring
adjustments) necessary for the fair presentation of the consolidated financial condition and
the consolidated results of operations for the unaudited periods presented have been included.
The results of operations and other data presented for the three-month period ended September
30, 2005 are not necessarily indicative of the results of operations that may be expected for
the fiscal year ending June 30, 2006.Certain information and note disclosures usually included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission for the
preparation of the Form 10-Q. The consolidated financial statements presented should be read
in conjunction with Bancorps audited consolidated financial statements and notes to
consolidated financial statements included in Bancorps June 30, 2005 Special Financial Report
on Form 10-K.2.
    
    Stock OfferingThe Bancorp completed its initial public stock offering on October 11, 2005.
Consequently, the information herein does not contain any per share information. The Bancorp
sold 51,627,094 shares, or 44.40% of its outstanding common stock, to subscribers in the
offering, including 4,254,072 shares purchased by Investors Savings Bank Employee Stock
Ownership Plan. Investors Bancorp, MHC, the Bancorps New Jersey chartered mutual holding
company parent holds 63,099,781 shares, or 54.27% of the Bancorps outstanding common stock.
Additionally, the Bancorp contributed $5,163,000 in cash and issued 1,548,813 of common stock,
or 1.33% of its outstanding shares, to the Investors Savings Bank Charitable Foundation
resulting in a pre-tax expense charge of $20.7 million to be recorded in the quarter ended
December 31, 2005. Net proceeds from the initial offering were approximately $510.0 million.
Stock subscription proceeds of $557.9 million were returned to subscribers.3.
    
    Recent Accounting PronouncementsFASB Staff Position No. FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments (the FSP), was issued on November 3,
2005 and addresses the determination of when an investment is considered impaired; whether the
impairment is other than temporary; and how to measure an impairment loss. The FSP also
addresses accounting considerations subsequent to the recognition of an other-than-temporary
impairment on a debt security, and requires certain disclosures about unrealized losses that
have not been recognized as other-than-temporary impairments. The FSP replaces the impairment
guidance in EITF Issue No. 03-1 with references to existing authoritative literature
concerning other-than-temporary determinations (principally Statement of Financial Accounting
Standards No. 115 and SEC Staff Accounting Bulletin 59). Under the FSP, impairment losses
must be recognized in
earnings equal to the entire difference between the securitys cost and its fair value at the
financial statement date, without considering partial recoveries subsequent to that date. The
FSP also requires that an investor recognize an other-than-temporary impairment loss when a
decision to sell a security has been made and the investor does not expect the fair value of
the security to fully recover prior to the expected time of sale. The FSP is effective for
reporting periods beginning after December 15, 2005. The Company does not expect that the
application of the FSP will have a material impact on its financial condition, results of
operations or financial statement disclosures.
 5




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##### 



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements.
  Executive Summary
  6




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##### 



7




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##### 



Comparison of Financial Condition at September 30, 2005 and June 30, 2005
 Total Assets .
 Cash and Cash Equivalents.
 Repurchase Agreements.
 Securities.
 Net Loans.
 Stock in the Federal Home Loan Bank and Other Assets.
 Deposits
and Stock Subscription Proceeds .
 8




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##### 



Borrowed Funds .
 Other Liabilities.
 Stockholders Equity .
 Average Balance Sheets for the Three Months ended September 30, 2005 and 2004
  9




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##### 



Investors Bancorp, Inc.
Comparative Average Balance Sheets
 For the Three Months Ended September 30,2005
    
    
    2004Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    Interest
    
    
    Average
    
    
    Outstanding
    
    
    Interest
    
    
    AverageBalance
    
    
    Earned/Paid
    
    
    Yield/Rate
    
    
    Balance
    
    
    Earned/Paid
    
    
    Yield/Rate(Dollars in thousands)Interest-earning assets:Interest bearing deposits
    
    $
    110,533
    
    
    $
    833
    
    
    
    3.01
    %
    
    $
    24,622
    
    
    $
    76
    
    
    
    1.23
    %Repurchase agreements
    
    
    30,435
    
    
    
    262
    
    
    
    3.44
    %
    
    
    
    
    
    
    
    
    
    
    Securities available-for-sale
    
    
    661,818
    
    
    
    6,945
    
    
    
    4.20
    %
    
    
    1,409,780
    
    
    
    13,636
    
    
    
    3.87
    %Securities held-to-maturity
    
    
    2,024,383
    
    
    
    21,882
    
    
    
    4.32
    %
    
    
    2,439,402
    
    
    
    26,541
    
    
    
    4.35
    %Loans , net
    
    
    2,093,532
    
    
    
    26,550
    
    
    
    5.07
    %
    
    
    1,237,253
    
    
    
    15,802
    
    
    
    5.11
    %Stock in FHLB
    
    
    57,751
    
    
    
    728
    
    
    
    5.04
    %
    
    
    81,090
    
    
    
    434
    
    
    
    2.14
    %Total interest-earning assets
    
    
    4,978,452
    
    
    
    57,200
    
    
    
    4.60
    %
    
    
    5,192,147
    
    
    
    56,489
    
    
    
    4.35
    %Non-interest earning assets
    
    
    136,441
    
    
    
    
    
    
    
    
    
    
    
    138,093Total assets
    
    $
    5,114,893
    
    
    
    
    
    
    
    
    
    
    $
    5,330,240Interest-bearing liabilities:Savings & stock subscription proceeds
    
    
    470,523
    
    
    
    1,005
    
    
    
    0.85
    %
    
    
    286,631
    
    
    
    606
    
    
    
    0.84
    %Interest-bearing checking
    
    
    282,479
    
    
    
    1,160
    
    
    
    1.63
    %
    
    
    213,354
    
    
    
    599
    
    
    
    1.11
    %Money market accounts
    
    
    306,974
    
    
    
    1,030
    
    
    
    1.33
    %
    
    
    413,788
    
    
    
    1,391
    
    
    
    1.33
    %Time deposits
    
    
    2,408,212
    
    
    
    18,521
    
    
    
    3.05
    %
    
    
    2,330,053
    
    
    
    13,651
    
    
    
    2.32
    %Borrowed funds
    
    
    1,183,390
    
    
    
    10,918
    
    
    
    3.66
    %
    
    
    1,610,555
    
    
    
    15,355
    
    
    
    3.78
    %Total interest-bearing liabilities
    
    
    4,651,578
    
    
    
    32,634
    
    
    
    2.78
    %
    
    
    4,854,381
    
    
    
    31,602
    
    
    
    2.58
    %Non-interest bearing liabilities
    
    
    59,917
    
    
    
    
    
    
    
    
    
    
    
    71,555Total liabilities
    
    
    4,711,495
    
    
    
    
    
    
    
    
    
    
    
    4,925,936Equ ity
    
    
    403,398
    
    
    
    
    
    
    
    
    
    
    
    404,304Total liabilities and equity
    
    $
    5,114,893
    
    
    
    
    
    
    
    
    
    
    $
    5,330,240Net interest income
    
    
    
    
    
    $
    24,566
    
    
    
    
    
    
    
    
    
    
    $
    24,887Net interest rate spread
    
    
    
    
    
    
    
    
    
    
    1.82
    %
    
    
    
    
    
    
    
    
    
    
    1.77
    %Net interest earning assets
    
    $
    326,874
    
    
    
    
    
    
    
    
    
    
    $
    337,766Net interest margin
    
    
    
    
    
    
    
    
    
    
    1.96
    %
    
    
    
    
    
    
    
    
    
    
    1.90
    %Ratio of interest-earning assets to total
interest-bearing liabilities
    
    
    1.07
    X
    
    
    
    
    
    
    
    
    
    
    1.07
    X
 Comparison of Operating Results for the Three Months ended September 30, 2005 and September
30, 2004
 Net Income .
 Net Interest Income .
 10




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##### 



Interest Income .
   Interest Expense.
  11




---



##### 



Provision for Loan Losses.
  12




---



##### 



Other Income .
 Operating Expenses .
 Income Taxes.
 Liquidity and Capital Resources
   13




---



##### 



As of September 30, 2005Actual
    
    RequiredAmount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Total capital (to risk-weighted assets)
    
    $
    421,650
    
    
    
    18.9
    %
    
    $
    178,550
    
    
    
    8.0
    %Tier I capital (to risk-weighted assets)
    
    
    415,836
    
    
    
    18.6
    
    
    
    89,275
    
    
    
    4.0Tier I capital (to average assets)
    
    
    415,836
    
    
    
    8.1
    
    
    
    204,873
    
    
    
    4.0
 Critical Accounting Policies
  Allowance for Loan Losses.
   14




---



##### 



15




---



##### 



Deferred Income Taxes.
 Asset Impairment Judgments.
  16




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Qualitative Analysis
    17




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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)+300bp
    
    $
    178,184
    
    
    $
    -316,349
    
    
    
    -64.0
    %
    
    $
    111,596
    
    
    $
    -14,243
    
    
    
    -11.3
    %+200bp
    
    
    290,170
    
    
    
    -204,363
    
    
    
    -41.3
    %
    
    
    116,988
    
    
    
    -8,852
    
    
    
    -7.0
    %+100bp
    
    
    399,509
    
    
    
    -95,024
    
    
    
    -19.2
    %
    
    
    121,707
    
    
    
    -4,133
    
    
    
    -3.3
    %0bp
    
    
    494,533
    
    
    
    
    
    
    
    
    
    
    
    125,840
    
    
    
    
    
    
    
    -100bp
    
    
    520,830
    
    
    
    26,297
    
    
    
    5.3
    %
    
    
    121,093
    
    
    
    -4,747
    
    
    
    -3.8
    %-200bp
    
    
    439,339
    
    
    
    -55,194
    
    
    
    -11.2
    %
    
    
    103,477
    
    
    
    -22,363
    
    
    
    -17.8
    %
 
 (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.  18




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##### 



Item 4. Controls and Procedures
   Part II  Other Information
 Item 1. Legal Proceedings
  19




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##### 



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
         20




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##### 



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) 21




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##### 



SIGNATURES
  Investors Bancorp, Inc.
 Dated: November 14, 2005
    
    /s/ Robert M. CashillRobert M. CashillPresident and Chief Executive OfficerDated: November 14, 2005
    
    /s/ Domenick A. CamaDomenick A. CamaSenior Vice President and Chief Financial
Officer
 22