INVESTORS BANCORP, INC.
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                                       FOR
                               RICHARD S. SPENGLER

     This Amended and Restated Employment  Agreement is effective as of the 29th
day  of  March,  2010,  by and  between  Investors  Bancorp,  Inc.,  a  Delaware
corporation (the "Company"),  which is the holding company for Investors Savings
Bank (the "Bank"), and Richard S. Spengler ("Executive").

     WHEREAS,   the  Company  and  the  Executive  originally  entered  into  an
employment  agreement dated October 11, 2005,  which was amended and restated in
order to comply with Section 409A of the Internal  Revenue Code, as amended (the
"Code") and the final regulations thereunder (the "Prior Agreement"); and

     WHEREAS,  the Company and the Executive wish to replace the Prior Agreement
with this Agreement, which provides for a 3-year term.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and conditions  hereinafter set forth, the Company and Executive hereby agree as
follows:

1.   POSITION AND RESPONSIBILITIES

     During the period of his employment hereunder, Executive agrees to serve as
Executive  Vice  President  and Chief Lending  Officer of the Bank.  During said
period,  Executive also agrees to serve, if elected,  as an officer and director
of any  subsidiary or affiliate of the Company.  Failure to reelect or reappoint
Executive as Executive  Vice  President  and Chief Lending  Officer  without the
consent of Executive during the term of this Agreement shall constitute a breach
of this Agreement.

2.   TERMS AND DUTIES

     (a) The period of Executive's  employment  under this Agreement shall begin
as of the date first above written and shall continue for  thirty-six  (36) full
calendar months  thereafter.  Commencing on December 31, 2010, and continuing on
December 31st of each year thereafter (the "Anniversary  Date"),  this Agreement
shall renew for an additional  year such that the remaining  term shall be three
(3)  years  unless  written  notice of  non-renewal  ("Non-Renewal  Notice")  is
provided  to  Executive  at least  thirty (30) days and not more than sixty (60)
days prior to any such Anniversary  Date, that this Agreement shall terminate at
the end of thirty-six (36) months following such Anniversary Date. Prior to each
notice  period  for  non-renewal,  the  disinterested  members  of the  Board of
Directors  of the Company  ("Board")  will conduct a  comprehensive  performance
evaluation and review of Executive for purposes of determining whether to extend
the Agreement,  and the results  thereof shall be included in the minutes of the
Board's meeting.

     (b) During the period of his  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable


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leaves of absence,  Executive  shall  faithfully  perform  his duties  hereunder
including  activities and services  related to the  organization,  operation and
management of the Company.

3.   COMPENSATION AND REIMBURSEMENT

     (a) The  compensation  specified under this Agreement shall  constitute the
salary  and  benefits  paid  for  the  duties  described  in  Section  2(b).  In
consideration of the services to be rendered by Executive hereunder, the Company
and/or the Bank shall pay  Executive as  compensation  a salary of not less than
Three Hundred and Fifty Thousand Dollars ($350,000.00) per year ("Base Salary").
Such Base Salary shall be payable bi-weekly, or in accordance with the Company's
normal payroll practices. During the period of this Agreement,  Executive's Base
Salary shall be reviewed at least  annually;  the first such review will be made
no later than  December  31 of each year during the term of this  Agreement  and
shall be effective  from the first day of the next  calendar  year.  Such review
shall be  conducted by a Committee  designated  by the Board of Directors of the
Company and the Board of Directors of the Bank (collectively the "Boards"),  and
the Boards may increase, but not decrease, Executive's Base Salary (any increase
in Base Salary shall become the "Base Salary" for purposes of this Agreement).

     (b) The  Company  and/or  the Bank will  provide  Executive  with  employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement, and the Company and/or the
Bank will not, without  Executive's  prior written consent,  make any changes in
such plans, arrangements or perquisites which would adversely affect Executive's
rights or benefits thereunder.  Without limiting the generality of the foregoing
provisions of this Section 3(b), Executive will be entitled to participate in or
receive  benefits under any employee benefit plans including but not limited to,
retirement plans,  supplemental retirement plans, pension plans,  profit-sharing
plans, health-and-accident plans, medical coverage or any other employee benefit
plan or arrangement  made available by the Company and/or the Bank in the future
to its senior executives and key management employees, subject to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  will be entitled to  incentive  compensation  and
bonuses  as  provided  in any  plan of the  Company  and/or  the  Bank in  which
Executive  is  eligible to  participate  (and he shall be entitled to a pro rata
distribution  under any incentive  compensation  or bonus plan as to any year in
which a  termination  of  employment  occurs,  other than  termination  for Just
Cause).  Nothing paid to Executive  under any such plan or  arrangement  will be
deemed to be in lieu of other  compensation to which Executive is entitled under
this Agreement.

     (c) In addition to the Base Salary  provided for by  paragraph  (a) of this
Section 3, the Company and/or the Bank shall pay or reimburse  Executive for all
reasonable  travel  and other  reasonable  expenses  incurred  by  Executive  in
performing his obligations  under this Agreement and may provide such additional
compensation  in such form and such  amounts  as the Board may from time to time
determine.

4.   OUTSIDE ACTIVITIES

     Executive  may  serve as a member of the board of  directors  of  business,
community  and  charitable  organizations  subject to the approval of the Board,


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provided that in each case such service shall not materially  interfere with the
performance  of his duties  under this  Agreement  or present  any  conflict  of
interest.  Such service to and participation in outside  organizations  shall be
presumed  for these  purposes  to be for the  benefit  of the  Company,  and the
Company shall reimburse Executive his reasonable expenses associated therewith.

5.   WORKING FACILITIES AND EXPENSES

     Executive's  principal place of employment shall be the Company's principal
executive offices.  The Company shall provide Executive,  at his principal place
of employment,  with a private office,  support services and facilities suitable
to his position with the Company and necessary or appropriate in connection with
the  performance  of his duties  under this  Agreement.  The Company  and/or its
subsidiaries shall provide Executive with an automobile suitable to the position
of Executive Vice President and Chief Lending  Officer,  and such automobile may
be used by Executive in carrying out his duties under this Agreement and for his
personal use such as commuting  between his residence and his principal place of
employment.  The Company shall reimburse  Executive for the cost of maintenance,
use and servicing of such automobile.  The Company shall reimburse Executive for
his ordinary and necessary  business  expenses  incurred in connection  with the
performance of his duties under this Agreement,  including,  without limitation,
fees for  memberships  in such clubs and  organizations  that  Executive and the
Board  mutually  agree are necessary and  appropriate to further the business of
the Company, and travel and reasonable entertainment expenses.  Reimbursement of
such  expenses  shall be made upon  presentation  to the  Company of an itemized
account of the expenses in such form as the Company may reasonably require.

6.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

     (a) The  provisions of this Section 6 shall apply upon the occurrence of an
Event of Termination (as herein defined) during  Executive's  term of employment
under this Agreement. As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following:

          (i)   the  involuntary  termination  by the  Company  or the  Bank  of
                Executive's  full-time employment hereunder for any reason other
                than (A)  Disability  or  Retirement  (as  defined  in Section 7
                below),  or (B) termination for Just Cause as defined in Section
                8  hereof,   provided  that  such   termination   of  employment
                constitutes  a "Separation  from Service"  within the meaning of
                Code Section 409A and the Final Regulations; or

          (ii)  Executive's resignation from the Bank's employ, upon any

               (A)   failure to elect or  reelect  or to  appoint  or  reappoint
                     Executive as Executive  Vice  President  and Chief  Lending
                     Officer,  material change in Executive's function,  duties,
                     or  responsibilities,  which change would cause Executive's
                     position   to   become   one  of   lesser   responsibility,
                     importance,  or scope  from  the  position  and  attributes
                     thereof described in Section 1, above,


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               (B)   liquidation or dissolution of the Company or the Bank other
                     than  liquidations  or  dissolutions  that  are  caused  by
                     reorganizations that do not affect the status of Executive,
                     or

               (C)   material breach of this Agreement by the Company.

Upon the  occurrence  of any event  described  in clauses  (ii) (A),  (B) or (C)
above, Executive shall have the right to elect to terminate his employment under
this Agreement by  resignation  upon thirty (30) days prior written notice given
within a  reasonable  period of time not to exceed  ninety  (90) days  after the
initial event giving rise to said right to elect.  The Company shall have thirty
(30)  days to cure the  conditions  giving  rise to the  Event  of  Termination,
provided  that the Bank may elect to waive such 30 day  period.  Notwithstanding
the preceding sentence, in the event of a continuing breach of this Agreement by
the Company, Executive, after giving due notice within the prescribed time frame
of an initial event  specified  above,  shall not waive any of his rights solely
under this  Agreement and this Section by virtue of the fact that  Executive has
submitted his  resignation but has remained in the employment of the Company and
is engaged in good faith  discussions  to  resolve  any  occurrence  of an event
described in clauses (A), (B) or (C) above.

          (iii) Executive's  involuntary  termination by the Company or the Bank
                or voluntary resignation from the Bank's employ on the effective
                date of, or at any time  following,  a Change in Control  during
                the term of this  Agreement.  For  these  purposes,  a Change in
                Control  of the  Company  or the Bank  shall  mean a  change  in
                control of a nature  that:  (i) would be required to be reported
                in response  to Item 5.01 of the current  report on Form 8-K, as
                in effect on the date hereof, pursuant to Section 13 or 15(d) of
                the  Securities  Exchange Act of 1934 (the "Exchange  Act");  or
                (ii)  results in a Change in Control of the Bank or the  Company
                within the meaning of the Bank Holding  Company Act, as amended,
                and  applicable  rules and  regulations  promulgated  thereunder
                (collectively,  the  "BHCA")  as in  effect  at the  time of the
                Change in Control;  or (iii) without limitation such a Change in
                Control shall be deemed to have occurred at such time as (a) any
                "person" (as the term is used in Sections 13(d) and 14(d) of the
                Exchange Act) is or becomes the  "beneficial  owner" (as defined
                in Rule 13d-3 under the Exchange  Act),  directly or indirectly,
                of  securities  of the Company  representing  25% or more of the
                combined  voting  power  of  Company's  outstanding  securities,
                except for any securities purchased by the Bank's employee stock
                ownership plan or trust;  or (b)  individuals who constitute the
                Board on the date hereof (the  "Incumbent  Board") cease for any
                reason to constitute at least a majority thereof,  provided that
                any person  becoming a director  subsequent  to the date  hereof
                whose election was approved by a vote of at least three-quarters
                of the  directors  comprising  the  Incumbent  Board,  or  whose
                nomination  for  election  by  the  Company's  stockholders  was
                approved  by the  same  Nominating  Committee  serving  under an
                Incumbent  Board,  shall be, for  purposes  of this  clause (b),
                considered as though he were a member of the Incumbent Board; or
                (c) a plan of reorganization, merger, consolidation, sale of all


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                or  substantially  all the assets of the Bank or the  Company or
                similar  transaction  in which  the Bank or  Company  is not the
                surviving  institution occurs or is implemented;  or (d) a proxy
                statement soliciting proxies from stockholders of the Company is
                distributed, by someone other than the current management of the
                Company,   seeking   stockholder   approval   of   a   plan   of
                reorganization,  merger  or  consolidation  of  the  Company  or
                similar transaction with one or more corporations as a result of
                which the  outstanding  shares of the class of  securities  then
                subject to the plan are exchanged for or converted  into cash or
                property  or  securities  not  issued by the  Company;  or (e) a
                tender offer is made for 25% or more of the voting securities of
                the  Company  and the  shareholders  owning  beneficially  or of
                record 25% or more of the outstanding  securities of the Company
                have  tendered or offered to sell their shares  pursuant to such
                tender offer and such tendered  shares have been accepted by the
                tender offeror.  Notwithstanding  anything in this subsection to
                the  contrary,  a Change in Control  shall not be deemed to have
                occurred upon the  conversion of the  Company's  mutual  holding
                company  parent  to  stock  form,  or  in  connection  with  any
                reorganization used to effect such a conversion.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as defined in Section 9(b),  the Company  and/or its  subsidiaries
shall pay Executive,  or, in the event of his subsequent  death, his beneficiary
or  beneficiaries,  or his  estate,  as the case  may be,  as  severance  pay or
liquidated  damages,  or both,  a sum  equal to three  (3)  times the sum of (i)
Executive's  Base Salary and (ii) the highest rate of bonus awarded to Executive
during the prior three years.

     (c) Upon the occurrence of an Event of Termination,  the Company and/or its
subsidiaries  will  cause to be  continued,  at  Company's  sole  expense,  life
insurance,  and nontaxable  medical,  dental and disability  insurance  coverage
substantially  identical to the coverage  maintained  by the Company  and/or the
Bank for  Executive  prior to his  termination.  Such  coverage or payment shall
continue for thirty-six (36) months from the Date of Termination.

     (d) Upon the occurrence of any Event of Termination, the Company and/or its
subsidiaries  shall pay the Executive  within sixty (60) days a lump sum payment
in an amount  equal to the  excess,  if any,  of: (A) the  present  value of the
benefits  to which he would be  entitled  under the  Company  and/or  the Bank's
defined  benefit  pension plan (and any other defined benefit plan maintained by
the Company and/or the Bank) if he had the  additional  years of service that he
would have had if he had continued working for the Company for a thirty-six (36)
month period  following his termination  earning the salary that would have been
paid during the  remaining  unexpired  term of this  Agreement  (assuming,  if a
Change in Control as defined in Section 4(a)(iii) has occurred,  that the annual
Base Salary under Section 3(a)  continues for the  remaining  unexpired  term of
this Agreement), determined as if each such plan had continued in effect without
change in  accordance  with its terms as of the day prior to his actual  date of
his termination and as if such benefits were payable  beginning on the first day
of  the  month  coincident  with  or  next  following  his  actual  date  of his
termination,  over (B) the present value of the benefits to which he is actually
entitled under the Company and/or the Bank's defined  benefit  pension plan (and


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any other defined  benefit plan maintained by the Company and/or the Bank) as of
the date of his  termination,  where such  present  values are to be  determined
using a  discount  rate of 6% and the  mortality  tables  prescribed  under Code
Section 72.

     (e) For purposes of this Agreement,  a "Separation from Service" shall have
occurred  if the  Bank  and  Executive  reasonably  anticipate  that no  further
services  will be  performed  by the  Executive  after  the date of the Event of
Termination  (whether  as an employee or as an  independent  contractor)  or the
level of further services  performed will not exceed 49% of the average level of
bona  fide  services  in  the 12  months  immediately  preceding  the  Event  of
Termination.  For all purposes  hereunder,  the definition of  "Separation  from
Service"  shall  be  interpreted   consistent  with  Final  Regulation   Section
1.409A-1(h)(ii).  If  Executive  is a  Specified  Employee,  as  defined in Code
Section  409A and any payment to be made under  subparagraph  (b) or (d) of this
Section 6 shall be  determined  to be  subject  to Code  Section  409A,  then if
required by Code Section 409A, such payment or a portion of such payment (to the
minimum extent  possible  taking into  consideration  Final  Regulation  Section
1.409A-1(b)(9)(iii))  shall be delayed and shall be paid on the first day of the
seventh month following Executive's Separation from Service.

     (f) Notwithstanding the preceding  paragraphs of this Section, in the event
that the  aggregate  payments or  benefits  to be made or afforded to  Executive
under said paragraphs (the "Termination Benefits") would be deemed to include an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  then such  Termination  Benefits  will be  reduced  to an amount  (the
"Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an
amount equal to the total amount of payments  permissible  under Section 280G of
the Code or any successor thereto.

7.   TERMINATION UPON RETIREMENT, DISABILITY OR DEATH

     (a) For purposes of this Agreement,  termination by the Company or the Bank
of  Executive's  employment  based on  "Retirement"  shall mean  termination  of
Executive's  employment by the Company or the Bank upon attainment of age 65, or
such later date as determined to by the Board of Directors of the Company or the
Bank, as applicable. Upon termination of Executive's employment upon Retirement,
Executive  shall be entitled to all benefits  under any  retirement  plan of the
Company or the Bank and other plans to which  Executive is a party but shall not
be entitled to the  Termination  Benefits  specified in Section 6(b) through (d)
hereof.

     (b) Termination of Executive's  employment  based on "Disability"  shall be
construed to comply with Code Section 409A and shall be deemed to have  occurred
if: (i)  Executive is unable to engage in any  substantial  gainful  activity by
reason of any medically  determinable  physical or mental impairment that can be
expected to result in death, or last for a continuous period of not less than 12
months;  (ii)  by  reason  of any  medically  determinable  physical  or  mental
impairment  that can be  expected to result in death,  or last for a  continuous
period of not less than 12 months,  Executive  is receiving  income  replacement
benefits for a period of not less than three months under an accident and health
plan  covering  employees  of the Bank or the  Company;  or (iii)  Executive  is
determined to be totally disabled by the Social Security Administration.  In the
event of  Executive's  Disability,  the Company may  terminate  this  Agreement,


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provided  that the Company  shall  continue to be obligated to pay Executive his
Base Salary for the remaining term of the Agreement,  or one year,  whichever is
the longer period of time, and provided  further that any amounts  actually paid
to Executive pursuant to any disability  insurance or other similar such program
which the Company has  provided  or may  provide on behalf of its  employees  or
pursuant to any workman's or social security disability program shall reduce the
compensation  to be paid to  Executive  pursuant to this  paragraph.  Disability
payments  hereunder  shall  commence  within thirty (30) days of the  Disability
determination.

     (c) In the event of Executive's death during the term of the Agreement, his
estate,  legal  representatives or named beneficiaries (as directed by Executive
in writing) shall be paid  Executive's  Base Salary as defined in Paragraph 3(a)
at the rate in effect at the time Executive's death for a period of one (1) year
from the date of Executive's death, and the Company or the Bank will continue to
provide  medical and dental  coverage  for  Executive's  family for one (1) year
after Executive's death.

8.   TERMINATION FOR JUST CAUSE

     In the event that  employment  hereunder is  terminated  by the Company for
Just Cause, the Executive shall not be entitled to receive compensation or other
benefits for any period after such  termination,  except as provided by law. The
phrase "Just Cause" as used herein, shall exist when there has been a good faith
determination  by the Board that there  shall have  occurred  one or more of the
following  events  with  respect to the  Executive:  (i) the  conviction  of the
Executive  of a  felony  or of  any  lesser  criminal  offense  involving  moral
turpitude;  (ii) the willful  commission by the Executive of a criminal or other
act that,  in the judgment of the Board will likely cause  substantial  economic
damage  to the  Company  or the  Bank  or  substantial  injury  to the  business
reputation of the Company or Bank;  (iii) the  commission by the Executive of an
act of fraud in the  performance of his duties on behalf of the Company or Bank;
(iv) the  continuing  willful  failure of the Executive to perform his duties to
the Company or Bank (other than any such failure  resulting from the Executive's
incapacity  due to physical or mental  illness)  after  written  notice  thereof
(specifying  the  particulars  thereof in  reasonable  detail) and a  reasonable
opportunity  to be heard and cure such failure are given to the Executive by the
Board;  or (v) an order of a federal  or state  regulatory  agency or a court of
competent  jurisdiction  requiring the termination of the Executive's employment
by the Company.  Executive  shall not have the right to receive  compensation or
other benefits for any period after  Termination for Just  Cause.Notwithstanding
the  foregoing,  Just Cause shall not be deemed to exist unless there shall have
been  delivered  to the  Executive a copy of a  resolution  duly  adopted by the
affirmative  vote of not less than a majority  of the entire  membership  of the
Board  at a  meeting  of the  Board  called  and  held  for the  purpose  (after
reasonable  notice to the Executive and an  opportunity  for the Executive to be
heard before the Board), finding that in the good faith opinion of the Board the
Executive was guilty of conduct  described  above and specifying the particulars
thereof.  Prior to  holding  a  meeting  at which  the  Board is to make a final
determination  whether Just Cause exists,  if the Board determines in good faith
at a meeting of the Board, by not less than a majority of its entire membership,
that there is  probable  cause for it to find that the  Executive  was guilty of
conduct  constituting  Just Cause as described  above, the Board may suspend the
Executive  from his  duties  hereunder  for a  reasonable  period of time not to
exceed fourteen (14) days pending a further meeting at which the Executive shall
be given the  opportunity  to be heard  before the Board.  For  purposes of this
subparagraph,  no act or  failure  to act,  on the  Executive's  part  shall  be


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considered  "willful"  unless  done,  or omitted to be done,  by him not in good
faith  without  reasonable  believe  that his action or omission was in the best
interest of the Company  and the Bank.  Upon a finding of Just Cause,  the Board
shall deliver to the Executive a Notice of Termination,  as more fully described
in Section 9 below.

9.   NOTICE

     (a)  Any  purported   termination  by  the  Company  (for  these  purposes,
termination  by the Bank shall be deemed to be termination by the Company) or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice which shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

     (b) "Date of  Termination"  shall  mean (A) if  Executive's  employment  is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given (provided that he shall not have returned to the performance of his duties
on a  full-time  basis  during  such  thirty  (30) day  period),  and (B) if his
employment is terminated for any other reason,  the date specified in the Notice
of Termination (which, except in the case of a termination for Just Cause, shall
not be less than thirty (30) days from the date such  Notice of  Termination  is
given).  In the  event of  termination  for  Just  Cause,  termination  shall be
immediate upon the receipt of a Notice of Termination.

     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists concerning the termination, except upon the voluntary termination
by Executive in which case the Date of  Termination  shall be the date specified
in the Notice, the Date of Termination shall be the date on which the dispute is
finally  determined,  either by mutual  written  agreement of the parties,  by a
binding arbitration award, or by a final judgment, order or decree of a court of
competent  jurisdiction (the time for appeal having expired and no appeal having
been  perfected)  and  provided  further that the Date of  Termination  shall be
extended  by a notice of dispute  only if such notice is given in good faith and
the party  giving  such notice  pursues  the  resolution  of such  dispute  with
reasonable diligence.  Notwithstanding the pendency of any such dispute,  except
in the  event of  termination  for Just  Cause,  the Bank will  continue  to pay
Executive  his full  compensation  in effect when the notice  giving rise to the
dispute was given  (including,  but not limited  to, Base  Salary) and  continue
Executive as a participant in all  compensation,  benefit and insurance plans in
which he was  participating  when the  notice of dispute  was  given,  until the
dispute is finally  resolved in accordance  with this  Agreement,  provided such
dispute is resolved  within the term of this  Agreement.  If such dispute is not
resolved within the term of the Agreement, the Bank shall not be obligated, upon
final  resolution  of such  dispute,  to pay  Executive  compensation  and other
payments  accruing  beyond the term of the  Agreement.  Amounts  paid under this
Section  following  Notice of Termination  shall be offset against or reduce any
other amounts due under this Agreement.


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10.  POST-TERMINATION OBLIGATIONS

     (a) All payments and benefits to Executive  under this  Agreement  shall be
subject to Executive's  compliance with paragraph (b) of this Section during the
term of this  Agreement  and for one (1)  full  year  after  the  expiration  or
termination hereof.

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance  to the Bank as may  reasonably be required by the Bank in connection
with any litigation in which it or any of its  subsidiaries or affiliates is, or
may become, a party.

11.  NON-COMPETITION

     (a) Upon any termination of Executive's employment hereunder,  other than a
termination (whether voluntary or involuntary) following a Change in Control, as
a result of which the Company is paying  Executive  benefits  under Section 6 of
this Agreement, Executive agrees not to compete with the Bank and/or the Company
for a period of one (1) year following such termination  within twenty-five (25)
miles of any  existing  branch of the Bank or any  subsidiary  of the Company or
within twenty-five (25) miles of any office for which the Bank, the Company or a
Bank subsidiary of the Company has filed an application for regulatory  approval
to establish an office, determined as of the effective date of such termination,
except as  agreed  to  pursuant  to a  resolution  duly  adopted  by the  Board.
Executive agrees that during such period and within said area, cities, towns and
counties,  Executive  shall not work for or advise,  consult or otherwise  serve
with, directly or indirectly, any entity whose business materially competes with
the  depository,  lending or other  business  activities  of the Bank and/or the
Company. The parties hereto,  recognizing that irreparable injury will result to
the  Bank  and/or  the  Company,  its  business  and  property  in the  event of
Executive's  breach of this Subsection 11(a) agree that in the event of any such
breach by Executive,  the Bank and/or the Company will be entitled,  in addition
to any other  remedies and damages  available,  to an injunction to restrain the
violation  hereof  by  Executive,   Executive's  partners,   agents,   servants,
employers,  employees and all persons  acting for or with  Executive.  Executive
represents and admits that Executive's experience and capabilities are such that
Executive can obtain employment in a business engaged in other lines and/or of a
different nature than the Bank and/or the Company, and that the enforcement of a
remedy  by  way  of  injunction  will  not  prevent  Executive  from  earning  a
livelihood.  Nothing herein will be construed as prohibiting the Bank and/or the
Company  from  pursuing  any other  remedies  available  to the Bank  and/or the
Company for such breach or threatened breach,  including the recovery of damages
from Executive.

     (b)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business  activities  and plans  for  business  activities  of the  Company  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique asset of the business of the Company.  Executive will not,  during or
after the term of his employment,  disclose any knowledge of the past,  present,
planned or considered  business  activities of the Company or affiliates thereof
to any  person,  firm,  corporation,  or other  entity for any reason or purpose
whatsoever  (except for such disclosure as may be required to be provided to any
federal  banking  agency  with  jurisdiction  over the  Company  or  Executive).
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business plans and activities of the Company,  and


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<PAGE>


Executive may disclose any  information  regarding the Bank or the Company which
is otherwise publicly  available.  In the event of a breach or threatened breach
by Executive of the provisions of this Section,  the Company will be entitled to
an injunction  restraining  Executive from disclosing,  in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Company or  affiliates  thereof,  or from  rendering any services to any person,
firm, corporation, other entity to whom such knowledge, in whole or in part, has
been  disclosed  or is  threatened  to be  disclosed.  Nothing  herein  will  be
construed as prohibiting the Company from pursuing any other remedies  available
to the Company for such breach or threatened  breach,  including the recovery of
damages from Executive.

12.  SOURCE OF PAYMENTS; NO DUPLICATION OF PAYMENTS

     (a) All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Company.

     (b)  Notwithstanding  any provision  herein to the contrary,  to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received by Executive  from the Bank,  such  compensation  payments and benefits
paid by the Bank will be  subtracted  from any amount due  Executive  under this
Agreement.  Payments  pursuant  to this  Agreement  shall be paid by the Company
and/or the Bank and shall be  allocated in  proportion  to the level of activity
and the time  expended on such  activities  by  Executive as  determined  by the
Company and the Bank on a quarterly basis.

13.  NO EFFECT EMPLOYEE BENEFITS PLANS OR PROGRAMS

     The termination of Executive's employment during the term of this Agreement
or thereafter,  whether by the Company, the Bank or by Executive,  shall have no
effect on the  vested  rights of  Executive  under the  Company's  or the Bank's
qualified or non-qualified retirement,  pension, savings, thrift, profit-sharing
or stock bonus plans, group life, health (including hospitalization, medical and
major medical),  dental,  accident and long term disability  insurance plans, or
other employee benefit plans or programs,  or compensation  plans or programs in
which Executive was a participant.

14.  REQUIRED REGULATORY PROVISIONS

     (a) Notwithstanding anything herein contained to the contrary, any payments
to Executive by the Company,  whether  pursuant to this  Agreement or otherwise,
are subject to and conditioned  upon their  compliance with Section 18(k) of the
Federal Deposit  Insurance Act, 12 U.S.C.  Section 1828(k),  and the regulations
promulgated thereunder in 12 C.F.R. Part 359.

     (b) The Company or the Bank may terminate the Executive's employment at any
time and for any reason,  but any termination by the Company or the Bank,  other
than  Termination  for  Cause,   shall  not  prejudice   Executive's   right  to
compensation or other benefits under this Agreement.


                                       10


<PAGE>


15.  NO ATTACHMENT

(a) Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation, or to execution, attachment,
levy, or similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to affect any such action shall be null, void, and of
no effect.

(b) This Agreement shall be binding upon, and inure to the benefit of, Executive
and the Bank and their respective successors and assigns.

16.  ENTIRE AGREEMENT; MODIFICATION AND WAIVER

     (a) This instrument  contains the entire  agreement of the parties relating
to the subject matter  hereof,  and supersedes in its entirety any and all prior
agreements,  understandings  or  representations  relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

     (b) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (c) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

17.  SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

18.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

19.  GOVERNING LAW

     This  Agreement  shall be governed by the laws of the State of Delaware but
only to the extent not superseded by federal law.


                                       11


<PAGE>


20.  ARBITRATION

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three arbitrators,  one of whom shall be selected by the Company, one of whom
shall be  selected by  Executive  and the third of whom shall be selected by the
other two arbitrators. The panel shall sit in a location within fifty (50) miles
from the location of the Company,  in accordance  with the rules of the Judicial
Mediation and Arbitration Systems (JAMS) then in effect. Judgment may be entered
on the arbitrators award in any court having  jurisdiction;  provided,  however,
that Executive shall be entitled to seek specific performance of his right to be
paid  until the Date of  Termination  during  the  pendency  of any  dispute  or
controversy arising under or in connection with this Agreement.

21.  PAYMENT OF LEGAL FEES

     All  reasonable  legal fees paid or incurred by  Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Company,  provided that the dispute or  interpretation  has
been settled by Executive and the Company or resolved in Executive's favor. Such
payment  or  reimbursement  shall be made by the Bank not later  than two months
after the dispute or interpretation is resolved in Executive's favor.

22.  INDEMNIFICATION

     During the term of this  Agreement,  the Company  shall  provide  Executive
(including  his heirs,  executors  and  administrators)  with  coverage  under a
standard directors and officers liability  insurance policy at its expense,  and
shall indemnify  Executive (and his heirs,  executors and administrators) to the
fullest extent permitted under Delaware law against all expenses and liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or  proceeding  in which he may be  involved  by  reason  of his  having  been a
director or officer of the Company (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys fees and the cost of reasonable  settlements (such settlements must be
approved by the Board of Directors  of the  Company).  If such  action,  suit or
proceeding  is  brought  against  Executive  in his  capacity  as an  officer or
director  of the  Company,  however,  such  indemnification  shall not extend to
matters as to which  Executive  is  finally  adjudged  to be liable for  willful
misconduct in the performance of his duties.

23.  SUCCESSOR TO THE COMPANY

     The Company  shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally  to assume and agree to perform the  Company's  obligations
under this Agreement, in the same manner and to the same extent that the Company
would be  required  to perform if no such  succession  or  assignment  had taken
place.

                            [Signature Page Follows]


                                       12


<PAGE>


                                   SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and Executive has signed this Agreement,  on the day
and date first above written.

ATTEST:                                     INVESTORS BANCORP, INC.



/s/ Patricia E. Brown                       By: /s/ Kevin Cummings
----------------------------------          -------------------------------
Secretary


WITNESS:                                    EXECUTIVE:



/s/ Cheryl Kiraly                           /s/ Richard S. Spengler
----------------------------------          ------------------------------------
                                            Richard S. Spengler


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