AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NEW YORK COMMUNITY BANCORP, INC. AND SYNERGY FINANCIAL GROUP, INC

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND BETWEEN

NEW YORK COMMUNITY BANCORP, INC.

AND

SYNERGY FINANCIAL GROUP, INC.

May 13, 2007

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 13, 2007, is by and between New York Community Bancorp, Inc., a Delaware corporation ("NYB"), and Synergy Financial Group, Inc., a New Jersey corporation ("Synergy").

RECITALS

WHEREAS , the Board of Directors of each of NYB and Synergy (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective companies and stockholders, and (ii) has adopted a resolution approving this Agreement and declaring its advisability; and

WHEREAS , in accordance with the terms of this Agreement, Synergy will merge with and into NYB (the "Merger"); and

WHEREAS , as a condition to the willingness of NYB to enter into this Agreement, each director and executive officer of Synergy has entered into a Voting Agreement, substantially in the form of Exhibit A hereto, dated as of the date hereof, with NYB (the "Voting Agreement"), pursuant to which each such director and executive officer has agreed, among other things, to vote all shares of common stock of Synergy owned by such person in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in such Voting Agreement;

WHEREAS, concurrent with the execution of this Agreement, NYB and/or New York Community Bank have entered into a Retention Agreement, Noncompetition Agreement and Benefits Termination Agreement with John Fiore in the forms attached hereto as Exhibits D, E and F;

WHEREAS , the parties intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement be and is hereby adopted as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code; and

WHEREAS , the parties desire to make certain representations, warranties and agreements in connection with the business transactions described in this Agreement and to prescribe certain conditions thereto.

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1. Certain Definitions.

As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement).

"Affiliate" means any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the

generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director.

"Aggregate Merger Consideration" has the meaning set forth in Section 3.1.6.

"Agreement" has the meaning set forth in the preamble to this Agreement and any amendments thereto.

"Bank Merger" has the meaning set forth in Section 2.6.

"Bank Regulator" means any Federal or state banking regulator, including but not limited to the OTS, Federal Reserve, FDIC and the Department, which regulates the banking subsidiaries of NYB or Synergy, or any of their respective holding companies or subsidiaries, as the case may be.

"BHCA" means the Bank Holding Company Act of 1956, as amended.

"Certificate" means each certificate evidencing shares of Synergy Common Stock.

"Claim" has the meaning set forth in Section 7.9.2.

"Closing" has the meaning set forth in Section 2.2.

"Closing Date" has the meaning set forth in Section 2.2.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

"Code" has the meaning set forth in the Recitals to this Agreement.

"Confidentiality Agreement" means the confidentiality agreement referred to in Section 12.1.

"CRA" has the meaning set forth in Section 4.12.3

"Department" means the Banking Department of the State of New York, and where appropriate shall include the Superintendent of Banks of the State of New York and the Banking Board of the State of New York.

"Defined Benefit Plan" has the meaning set forth in Section 4.13.3.

"DGCL" means the Delaware General Corporation Law, as amended.

"Effective Time" has the meaning set forth in Section 2.2

"Environmental Laws" means any applicable Federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any governmental entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Law includes without limitation the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601, et seq; the Resource Conservation and Recovery Act, as amended, 42 U.S.C.

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§6901, et seq; the Clean Air Act, as amended, 42 U.S.C. §7401, et seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq; the Toxic Substances Control Act, as amended, 15 U.S.C. §2601, et seq; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq; and all comparable state and local laws that may impose liability or obligations for injuries or damages due to the presence of or exposure to any Materials of Environmental Concern.

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

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Agent" means such bank or trust company or other agent designated by NYB, and reasonably acceptable to Synergy, which shall act as agent for NYB in connection with the exchange procedures for converting shares of Synergy Common Stock evidenced by Certificates into the Merger Consideration.

"Exchange Fund" has the meaning set forth in Section 3.2.1.

"Exchange Ratio" has the meaning set forth in Section 3.1.3.

"FDIA" means the Federal Deposit Insurance Act, as amended.

"FDIC" means the Federal Deposit Insurance Corporation.

"Federal Reserve" means the Board of Governors of the Federal Reserve System.

"FHLB" means the Federal Home Loan Bank of New York.

"GAAP" means accounting principles generally accepted in the United States of America, consistently applied with prior practice.

"Governmental Entity" means any Federal or state court, administrative agency or commission or other governmental authority or instrumentality.

"HOLA" means the Home Owners’ Loan Act, as amended, and the regulations of the OTS promulgated thereunder.

"Indemnified Party" has the meaning set forth in Section 7.9.2.

"Indemnified Liabilities" has the meaning set forth in Section 7.9.2.

"IRS" means the United States Internal Revenue Service.

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

"Material Adverse Effect" means, with respect to NYB or Synergy, respectively, any effect that (i) is material and adverse to the financial condition, results of operations or business of NYB and its Subsidiaries taken as a whole, or Synergy and its Subsidiaries taken as a whole, respectively, or (ii) does

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or would materially impair the ability of either Synergy, on the one hand, or NYB, on the other hand, to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the transactions contemplated by this Agreement; provided that "Material Adverse Effect" shall not be deemed to include the impact of any of the following: (a) changes in laws, regulations or interpretations of laws or regulations generally affecting banking or bank holding company businesses, but not uniquely relating to NYB or Synergy, (b) changes in economic conditions, including changes in prevailing interest rates, but not uniquely relating to NYB or Synergy, (c) changes in GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, but not uniquely relating to NYB or Synergy, (d) actions and omissions of a party hereto (or any of its Subsidiaries) taken with the prior written consent of the other party or as permitted by this Agreement, (e) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, and (f) the impact of the announcement of this Agreement, and the transactions contemplated by this Agreement, and compliance with this Agreement on the financial position, results of operations, business or operations of NYB and its Subsidiaries or Synergy and its Subsidiaries, respectively, including expenses incurred with respect to this Agreement and the transactions contemplated hereby.

"Materials of Environmental Concern" means pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, and any other materials regulated under Environmental Laws.

"Maximum Amount" has the meaning set forth in Section 7.9.1.

"Merger" has the meaning set forth in the Recitals to this Agreement and shall include, if the structure of the Merger is changed pursuant to Section 2.8, the merger of Synergy with a wholly owned first tier subsidiary of NYB.

"Merger Consideration" has the meaning set forth in Section 3.1.6.

"Merger Registration Statement" means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

"NASD" means the National Association of Securities Dealers, Inc.

"NJBCA" means the New Jersey Business Corporation Act, as amended.

"New Option" has the meaning set forth in Section 3.3.

"New York Community Bank" means New York Community Bank, a wholly owned savings bank subsidiary of NYB that is chartered under the laws of the State of New York, with its principal executive offices located at 615 Merrick Avenue, Westbury, New York 11590.

"NYB" has the meaning set forth in the preamble to this Agreement, with its principal executive offices located at 615 Merrick Avenue, Westbury, New York 11590.

"NYB Common Stock" means the common stock, par value $0.01 per share, of NYB.

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"NYB DISCLOSURE SCHEDULE" means a written disclosure schedule delivered by NYB to Synergy specifically referring to the appropriate section of this Agreement.

"NYB Fee" has the meaning set forth in Section 11.2.2.

"NYB Financial Statements" means the (i) the audited consolidated statements of financial condition (including related notes and schedules) of NYB as of December 31, 2006 and 2005 and the consolidated statements of income, changes in stockholders’ equity and cash flows (including related notes and schedules, if any) of NYB for each of the three years ended December 31, 2006, 2005 and 2004, as set forth in NYB’s annual report for the year ended December 31, 2006, and (ii) the unaudited interim consolidated financial statements of NYB as of the end of each calendar quarter following December 31, 2006, and for the periods then ended, as filed by NYB in its Securities Documents.

"NYB Preferred Stock" has the meaning set forth in Section 5.3.1.

"NYB Regulatory Agreement" has the meaning set forth in Section 5.11.3.

"NYB Regulatory Reports" means the reports of NYB and New York Community Bank and accompanying schedules, as filed with the Department or the Federal Reserve, for each calendar quarter beginning with the quarter ended December 31, 2004 through the Closing Date.

"NYB Stock Benefit Plans" means those stock benefit plans identified in the Exhibits to NYB’s Form 10-K for the year ended December 31, 2006, and filed with the SEC on March 1, 2007, or subsequently adopted after the date hereof.

"OTS" means the Office of Thrift Supervision.

"Pension Plan" has the meaning set forth in Section 4.13.2.

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

"Pre-Closing" has the meaning set forth in Section 10.1.

"Proxy Statement-Prospectus" has the meaning set forth in Section 8.2.1.

"Regulatory Approvals" means the approvals of all Bank Regulators that are necessary in connection with the consummation of the Merger, the Bank Merger and the related transactions contemplated by this Agreement and the Plan of Bank Merger.

"Rights" means warrants, options, rights, convertible securities, stock appreciation rights and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or other ownership interests or which provide for compensation based on the equity appreciation of its capital stock.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Documents" means all reports, offering circulars, proxy statements, registration statements and all similar documents filed, or required to be filed, pursuant to the Securities Laws.

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"Securities Laws" means the Securities Act; the Exchange Act; the Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; and, with respect to each of the foregoing, the rules and regulations of the SEC promulgated thereunder.

"Stock Exchange" means the New York Stock Exchange.

"Subsidiary" means any entity, of which 50% or more of its ownership interests are owned either directly or indirectly by NYB or Synergy, as applicable.

"Surviving Corporation" has the meaning set forth in Section 2.1.

"Synergy" has the meaning set forth in the preamble to this Agreement, with its principal executive offices located at 310 North Avenue East, Cranford, New Jersey 07016.

"Synergy Bank" means Synergy Bank, a wholly owned savings bank subsidiary of Synergy that is chartered under the laws of the United States of America, with its principal executive offices at 310 North Avenue East, Cranford, New Jersey 07016.

"Synergy Common Stock" means the common stock, par value $0.10 per share, of Synergy.

"Synergy Compensation and Benefit Plans" has the meaning set forth in Section 4.13.1.

"SYNERGY DISCLOSURE SCHEDULE" means a written disclosure schedule delivered by Synergy to NYB specifically referring to the appropriate section of this Agreement.

"Synergy Financial Statements" means (i) the audited consolidated statements of financial condition (including related notes and schedules, if any) of Synergy as of December 31, 2006 and 2005 and the consolidated statements of income, changes in stockholders’ equity and cash flows (including related notes and schedules, if any) of Synergy for each of the three years ended December 31, 2006, 2005 and 2004, as set forth in Synergy’s annual report for the year ended December 31, 2006, and (ii) the unaudited interim consolidated financial statements of Synergy as of the end of each calendar quarter following December 31, 2006, and for the periods then ended, as filed by Synergy in its Securities Documents.

"Synergy Option" means an option to purchase shares of Synergy Common Stock granted pursuant to the Synergy Financial Group, Inc. 2003 Option Plan and the Synergy Financial Group, Inc. 2004 Option Plan and as set forth in SYNERGY DISCLOSURE SCHEDULE 4.3.1.

"Synergy Option Plans" means the Synergy Financial Group, Inc. 2004 Stock Option Plan and the Synergy Financial Group, Inc. 2003 Stock Option Plan and any amendments thereto.

"Synergy Regulatory Agreement" has the meaning set forth in Section 4.12.3.

"Synergy Regulatory Reports" means the reports of Synergy and Synergy Bank and accompanying schedules, as filed with the OTS for each calendar quarter beginning with the quarter ended December 31, 2004 through the Closing Date.

"Synergy Stockholders’ Meeting" has the meaning set forth in Section 8.1.1.

"Takeover Laws" shall have the meaning set forth in Section 4.20.1.

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"Termination Date" means January 31, 2008.

"Treasury Stock" has the meaning set forth in Section 4.3.1.

"Voting Agreement" has the meaning set forth in the Recitals to this Agreement.

Other capitalized terms used herein are defined elsewhere in this Agreement.

ARTICLE II

THE MERGER

2.1. Merger.

Subject to the terms and conditions of this Agreement, at the Effective Time: (a) Synergy shall merge with and into NYB, with NYB as the resulting or surviving corporation (the "Surviving Corporation"), and (b) the separate existence of Synergy shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of Synergy shall be vested in and assumed by NYB. As part of the Merger, each share of Synergy Common Stock will be converted into the right to receive the Merger Consideration pursuant to the terms of Article III hereof.

2.2. Effective Time.

The Closing shall occur no later than fifteen (15) business days following the latest to occur of (i) Department approval of the Bank Merger; (ii) Federal Reserve approval of the Merger; (iii) Synergy stockholder approval of the Merger; (iv) FDIC approval of the Bank Merger under the Bank Merger Act; (v) the passing of any applicable waiting periods; or at such other date or time upon which NYB and Synergy mutually agree (the "Closing"). The Merger shall be effected by the filing of a Certificate of Merger with the Delaware Office of the Secretary of State and by the filing of a Certificate of Merger with the New Jersey Office of the State Treasurer, on the day of the Closing (the "Closing Date"). The "Effective Time" means the later of the date and time specified in the Certificate of Merger to be filed with the Delaware Office of the Secretary of State and in the Certificate of Merger to be filed with the New Jersey Office of the State Treasurer.

2.3. Certificate of Incorporation and Bylaws .

The Certificate of Incorporation and Bylaws of NYB as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation, until thereafter amended as provided therein and by applicable law.

2.4. Directors and Officers of Surviving Corporation .

The directors of NYB immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of NYB immediately prior to the Effective Time shall be the officers of Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

2.5. Effects of the Merger.

At and after the Effective Time, the Merger shall have the effects as set forth in the DGCL and the NJBCA.

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2.6. Bank Merger.

Subject to Section 2.8, concurrently with or as soon as practicable after the execution and delivery of this Agreement, Synergy Bank and New York Community Bank shall enter into the Plan of Bank Merger, in the form attached hereto as Exhibit B , pursuant to which Synergy Bank will merge with and into New York Community Bank (the "Bank Merger"). The parties intend that the Bank Merger will become effective simultaneously with or immediately following the Effective Time.

2.7. Tax Consequences.

It is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a "plan of reorganization" as that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code. Following the Closing, neither NYB, Synergy nor any of their Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

2.8. Possible Alternative Structures.

Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, NYB shall be entitled to revise the structure of the transactions contemplated by this Agreement, including without limitation, by substituting New York Commercial Bank for New York Community Bank as a party to the Bank Merger or by substituting a wholly-owned first tier subsidiary for NYB as the merging party, provided that: (i) any such subsidiary substituted for NYB shall become a party to, and shall agree to be bound by, the terms of this Agreement; (ii) there are no adverse Federal or state income tax consequences to Synergy stockholders as a result of the modification; (iii) the consideration to be paid to the holders of Synergy Common Stock under this Agreement is not thereby changed in kind, value or reduced in amount; and (iii) such modification will not delay materially or jeopardize the receipt of Regulatory Approvals or other consents and approvals relating to the consummation of the Merger or the Bank Merger or otherwise cause any condition to Closing set forth in Article IX not to be capable of being fulfilled. The parties hereto agree to appropriately amend this Agreement, or the Bank Merger Agreement, and any related documents in order to reflect any such revised structure.

2.9. Additional Actions.

If, at any time after the Effective Time, NYB shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to: (i) vest, perfect or confirm, of record or otherwise, in NYB its right, title or interest in, to or under any of the rights, properties or assets of Synergy or its Subsidiaries; or (ii) otherwise carry out the purposes of or the transactions contemplated by this Agreement, Synergy and its officers and directors shall be deemed to have granted to NYB an irrevocable power of attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in NYB its right, title or interest in, to or under any of the rights, properties or assets of Synergy, or (b) otherwise carry out the purposes of or the transactions contemplated by this Agreement, and the officers and directors of the NYB are authorized in the name of Synergy or otherwise to take any and all such action.

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ARTICLE III

CONVERSION OF SHARES

3.1. Conversion of Synergy Common Stock; Merger Consideration.

At the Effective Time, by virtue of the Merger and without any action on the part of NYB, Synergy or the holders of any of the shares of Synergy Common Stock, the Merger shall be effected in accordance with the following terms:

3.1.1. Each share of NYB Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding following the Effective Time and shall be unchanged by the Merger.

3.1.2. Each share of Synergy Common Stock owned by NYB immediately prior to the Effective Time (other than shares held in a fiduciary capacity or in connection with debts previously contracted) shall, at the Effective Time, cease to exist, and the certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor.

3.1.3. Each share of Synergy Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into, as provided in and subject to the adjustments, if applicable, set forth in Sections 3.1.5, 3.1.7 or 11.1.11 in this Agreement, the right to receive 0.80 shares (the "Exchange Ratio") of NYB Common Stock.

3.1.4. After the Effective Time, each share of Synergy Common Stock shall be no longer outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter by operation of this section represent the right to receive the Merger Consideration and any dividends or distributions with respect thereto, and any dividends or distributions with a record date prior to the Effective Time that were declared or made by Synergy on such shares of Synergy Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time.

3.1.5. In the event NYB changes (or establishes a record date for changing) the number of, or provides for the exchange of, shares of NYB Common Stock issued and outstanding prior to the Effective Time as a result in each case of a stock split, stock dividend, recapitalization, reclassification, or similar transaction with respect to the outstanding NYB Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be proportionately and appropriately adjusted.

3.1.6. The consideration that a holder of one share of Synergy Common Stock is entitled to receive pursuant to this Article III is referred to herein as the "Merger Consideration" and the consideration that all of the holders of Synergy Common Stock are entitled to receive pursuant to this Article III is referred to herein as the "Aggregate Merger Consideration."

3.1.7. No Fractional Shares.  Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of NYB Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to NYB Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of NYB. In lieu of the issuance of any such fractional share, NYB shall pay to each former holder of Synergy Common Stock who otherwise would be entitled to receive a fractional share of NYB Common Stock, an amount in

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cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the closing sales price of a share of NYB Common Stock as reported on the Stock Exchange for the trading day immediately preceding the Closing Date. For purposes of determining any fractional share interest, all shares of Synergy Common Stock owned by a Synergy stockholder shall be combined so as to calculate the maximum number of whole shares of NYB Common Stock issuable to such Synergy stockholder.

3.2. Procedures for Exchange of Synergy Common Stock.

3.2.1. NYB to Make Merger Consideration Available.  On or before the Closing Date, NYB shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of Synergy Common Stock, for exchange in accordance with this Section 3.2, certificates representing the shares of NYB Common Stock (and cash, if applicable, pursuant to Section 11.1.11) pursuant to this Article III (including any cash that may be payable in lieu of any fractional shares of Synergy Common Stock) (such cash and certificates for shares of NYB Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund").

3.2.2. Exchange of Certificates . NYB shall take all commercially reasonable steps necessary to cause the Exchange Agent, within five (5) business days after the Effective Time, to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for the Merger Consideration and cash in lieu of fractional shares, if any, into which the Synergy Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal (which shall be subject to the reasonable approval of Synergy) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefore, as applicable, (i) a certificate representing that number of shares of NYB Common Stock to which such former holder of Synergy Common Stock shall have become entitled pursuant to the provisions of Section 3.1.3 hereof (and, if applicable, pursuant to Section 11.1.11), and (ii) a check representing the amount of cash payable in lieu of a fractional share of NYB Common Stock, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1.7, and the Certificate so surrendered shall forthwith be cancelled.

3.2.3. Rights of Certificate Holders after the Effective Time . The holder of a Certificate that prior to the Merger represented issued and outstanding Synergy Common Stock shall have no rights, after the Effective Time, with respect to such Synergy Common Stock except to surrender the Certificate in exchange for the Merger Consideration as provided in this Agreement. No dividends or other distributions declared after the Effective Time with respect to NYB Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate in accordance with this Section 3.2. After the surrender of a Certificate in accordance with this Section 3.2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of NYB Common Stock represented by such Certificate.

3.2.4. Surrender by Persons Other than Record Holders . If the Person surrendering a Certificate and signing the accompanying letter of transmittal is not the record holder thereof, then it shall be a condition of the payment of the Merger Consideration that: (i) such Certificate is properly endorsed to such Person or is accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, and is otherwise in proper form for transfer, or is accompanied by appropriate evidence of the authority of the Person surrendering such Certificate and

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signing the letter of transmittal to do so on behalf of the record holder; and (ii) the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.

3.2.5. Closing of Transfer Books . From and after the Effective Time, there shall be no transfers on the stock transfer books of Synergy of the Synergy Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be exchanged for the Merger Consideration and canceled as provided in this Section 3.2.

3.2.6. Return of Exchange Fund . At any time following the twelve (12) month period after the Effective Time, NYB shall be entitled to require the Exchange Agent to deliver to it any portions of the Exchange Fund which had been made available to the Exchange Agent and not disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to NYB (subject to abandoned property, escheat and other similar laws) with respect to any Merger Consideration payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither NYB nor the Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate to a public official pursuant to any abandoned property, escheat or other similar law.

3.2.7. Lost, Stolen or Destroyed Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NYB, the posting by such Person of a bond in such amount as NYB may reasonably require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof.

3.2.8. Withholding.  NYB or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Synergy Common Stock such amounts as NYB (or any Affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by NYB or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Synergy Common Stock in respect of whom such deduction and withholding were made by NYB or the Exchange Agent.

3.3. Treatment of Synergy Options.

3.3.1 Exchange for New Options

At the Effective Time, by virtue of the Merger and without any action on the part of any holder of an option, each Synergy Option that is outstanding and unexercised, whether vested or unvested, immediately prior thereto shall be converted into an option (each, a "New Option") to purchase such number of shares of NYB Common Stock at an exercise price determined as provided below (and otherwise having the same duration and other terms as the original Synergy Option);

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With respect to any Synergy Options that are "incentive stock options" (as defined in Section 422(b) of the Code), the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code. Synergy, or its Board of Directors or an appropriate committee thereof, has taken all action necessary on its part to give effect to the provisions of this Section 3.3.1.

At or prior to the Effective Time, Synergy shall make all necessary arrangements with respect to its plans to permit assumption of the unexercised Synergy Options by NYB pursuant to this Section 3.3.1 and as of the Effective Time NYB shall assume such Synergy Options and the Synergy Option Plan under which they have been issued. It is intended that such assumption shall be undertaken consistent with and in a manner that will not constitute a "modification" under Section 409A of the Code.

NYB shall take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of NYB Common Stock to provide for the satisfaction of its obligations with respect to the New Options. Within three (3) business days after the Effective Time, NYB shall file with the SEC a registration statement on Form S-8 (or any successor registration statement) and make any state filings or obtain state exemptions with respect to the NYB Common Stock issuable upon exercise of the New Options and shall use reasonable best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as any New Option remain outstanding.

3.3.2 Cash Out of Synergy Options

Not later than ten (10) days prior to the anticipated Closing Date, Synergy shall be entitled to make a written offer to the holders of Synergy Stock Options that are either then exercisable or shall become exercisable upon the Effective Time permitting such holders to irrevocably elect to have all or a designated number of their Synergy Stock Options cancelled at the Effective Time for a per share cash cancellation price equal to the average closing sales price of a share of NYB Common Stock as reported on the Stock Exchange for the twenty (20) trading days next preceding the Closing Date multiplied by the Exchange Ratio less the exercise price per share, which per share cancellation price shall be paid by Synergy immediately prior to Effective Time less applicable withholding taxes. In order to be binding, the written irrevocable election of an optionholder must be received by Synergy not later than the 2nd day prior to the anticipated Closing Date. Each written offer notice to be issued by Synergy and the written election document to be delivered by optionholders shall be in form and substance reasonably satisfactory to NYB.

3.4. Reservation of Shares.

NYB shall reserve for issuance a sufficient number of shares of the NYB Common Stock for the purpose of issuing shares of NYB Common Stock to the Synergy stockholders in accordance with this Article III.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SYNERGY

Synergy represents and warrants to NYB that the statements contained in this Article IV are correct and complete as of the date of this Agreement, subject to the standard set forth in Section 4.1 and except as set forth in the SYNERGY DISCLOSURE SCHEDULE delivered by Synergy to NYB on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. Synergy has made a good faith effort to ensure that the disclosure on each schedule of the SYNERGY DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the SYNERGY DISCLOSURE SCHEDULE, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of Synergy shall include the Knowledge of Synergy’s Subsidiaries.

4.1. Standard.

No representation or warranty of Synergy contained in this Article IV shall be deemed untrue or incorrect, and Synergy shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms "material", "materially", "in all material respects", "Material Adverse Effect" or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 4.2 (other than the last sentence of Section 4.2.1 and the second sentence of Section 4.2.6), 4.3, 4.4, 4.5, 4.8, 4.9.1, 4.13.5, 4.13.8, 4.13.9, the second sentence of 4.13.10, 4.20 and 4.23 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

4.2. Organization.

4.2.1. Synergy is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and is duly registered as a savings and loan holding company under the HOLA. Synergy has the requisite corporate power and authority to carry on its business as now conducted and is duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification.

4.2.2. Synergy Bank is a savings bank duly organized and validly existing under the laws of the United States of America. The deposits of Synergy Bank are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid by Synergy Bank when due. Synergy Bank is a member in good standing of the FHLB and owns the requisite amount of stock therein.

4.2.3. Synergy Capital Investments, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. The activities of Synergy Capital Investments, Inc. have been limited to those set forth in Section 559.3 of the HOLA.

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4.2.4. Synergy Financial Services, Inc. is a corporation that is duly organized, validly existing and in good standing under the laws of the State of New Jersey. The activities of Synergy Financial Services, Inc. have been limited to those set forth in Section 559.3 of the HOLA.

4.2.5. Synergy Investment Corporation is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The activities of Synergy Investment Corporation have been limited to those set forth in Section 559.3 of the HOLA.

4.2.6. SYNERGY DISCLOSURE SCHEDULE 4.2.6 sets forth each direct and indirect Synergy Subsidiary. Each Synergy Subsidiary is a corporation, limited liability company or trust duly organized, validly existing and in good standing (except for Synergy Bank, for which no good standing representation is made) under the laws of its jurisdiction of incorporation or organization and is duly qualified to do business in each jurisdiction where the property owned, leased or operated, or the business conducted, by such Synergy Subsidiary requires such qualification. Each Synergy Subsidiary has the requisite corporate power and authority to own or lease its properties and assets and to carry on its businesses as it is now being conducted.

4.2.7. The respective minute books of Synergy and each Synergy Subsidiary accurately record, in all material respects, all corporate actions of their respective stockholders and boards of directors (including committees).

4.2.8. Prior to the date of this Agreement, Synergy has made available to NYB true and correct copies of the certificate of incorporation or charter and bylaws of Synergy and each Synergy Subsidiary.

4.3. Capitalization.

4.3.1. The authorized capital stock of Synergy consists of 20,000,000 shares of common stock, $0.10 par value per share, of which as of the date hereof 12,509,636 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights, and 5,000,000 shares of preferred stock, $0.10 par value ("Synergy Preferred Stock"), of which as of the date hereof, no shares are outstanding. There are 1,127,493 shares of Synergy Common Stock held by Synergy as treasury stock ("Treasury Stock"). Neither Synergy nor any Synergy Subsidiary has or is bound by any Rights of any character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on, any shares of Synergy Common Stock, or any other security of Synergy or a Synergy Subsidiary or any securities representing the right to vote, purchase or otherwise receive any shares of Synergy Common Stock or any other security of Synergy or any Synergy Subsidiary, other than shares issuable under the Synergy Option Plans. SYNERGY DISCLOSURE SCHEDULE 4.3.1 sets forth the name of each holder of options to purchase Synergy Common Stock, the number of shares each such individual may acquire pursuant to the exercise of such options, the grant and vesting dates, and the exercise price relating to the options held. As of the date hereof, Synergy has outstanding 1,257,646 options to acquire shares of Synergy Common Stock.

4.3.2. All capital stock or other ownership interests held by Synergy or a Synergy Subsidiary in a Synergy Subsidiary is owned free and clear of any lien or encumbrance. All of the outstanding shares of capital stock of each Synergy Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. Except for the Synergy Subsidiaries and as set forth in SYNERGY DISCLOSURE SCHEDULE 4.3.2, Synergy does not possess, directly or indirectly, any material equity interest in any corporate entity, except for equity interests held in the investment portfolios of Synergy

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Subsidiaries, equity interests held by Synergy Subsidiaries in a fiduciary capacity, and equity interests held in connection with the lending activities of Synergy Subsidiaries, including stock in the FHLB.

4.3.3. To Synergy’s Knowledge, no Person or "group" (as that term is used in Section 13(d)(3) of the Exchange Act), is the beneficial owner (as defined in Section 13(d) of the Exchange Act) of 5% or more of the outstanding shares of Synergy Common Stock except as disclosed on SYNERGY DISCLOSURE SCHEDULE 4.3.3.

4.4. Authority; No Violation.

4.4.1. Synergy has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals, the expiration of all waiting periods and the approval of this Agreement by Synergy’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Synergy and the completion by Synergy of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Synergy, and no other corporate proceedings on the part of Synergy, except for the approval of the holders of Synergy Common Stock and the filing of Certificates of Merger with the Secretaries of State of Delaware and New Jersey, are necessary to complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Synergy, and subject to approval by the stockholders of Synergy and receipt of the Regulatory Approvals, the expiration of all waiting periods and due and valid execution and delivery of this Agreement by NYB, constitutes the valid and binding obligation of Synergy, enforceable against Synergy in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.

4.4.2. Subject to receipt of Regulatory Approvals and Synergy’s and NYB’s compliance with any conditions contained therein, and to the receipt of the approval of the stockholders of Synergy, (A) the execution and delivery of this Agreement by Synergy, (B) the consummation of the transactions contemplated hereby, and (C) compliance by Synergy with any of the terms or provisions hereof will not: (i) conflict with or result in a breach of any provision of the certificate of incorporation, charter or bylaws of Synergy or any Synergy Subsidiary, including Synergy Bank; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Synergy or any Synergy Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Synergy or any Synergy Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Synergy or any Synergy Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Synergy.

4.5. Consents.

Except for (a) the receipt of the Regulatory Approvals and compliance with any conditions contained therein, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the filing of the Certificate of Merger with the State Treasurer of the State of New Jersey, (d) the filing with and/or acceptance by the Department of articles of merger or similar documentation

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with respect to the Bank Merger (e) the filing with the SEC of (i) the Merger Registration Statement and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (f) approval of the listing of NYB Common Stock to be issued in the Merger on the Stock Exchange, (g) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NYB Common Stock pursuant to this Agreement, and (h) the approval of this Agreement by the requisite vote of the stockholders of Synergy, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and, except as disclosed on SYNERGY DISCLOSURE SCHEDULE 4.5, to Synergy’s Knowledge, no consents, waivers or approvals of, or filings or registrations with, any other third parties that are material and are necessary, in connection with (x) the execution and delivery of this Agreement by Synergy, (y) the Plan of Bank Merger by Synergy Bank and (z) the completion of the Merger and the Bank Merger. Synergy has no reason to believe that: (i) any Regulatory Approvals or other required consents or approvals will not be received; or that (ii) any public body or authority, the consent or approval of which is not required or to which a filing is not required, will object to the completion of the transactions contemplated by this Agreement.

4.6. Financial Statements/Regulatory Reports.

4.6.1. Synergy has previously made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.

4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.

4.6.3. At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

4.7. Taxes.

Synergy and the Synergy Subsidiaries that are at least 80 percent owned by Synergy are members of the same affiliated group within the meaning of Code Section 1504(a). Synergy has duly filed all federal, state and material local tax returns required to be filed by or with respect to Synergy and every Synergy Subsidiary on or prior to the Closing Date, taking into account any extensions (all such returns,

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to Synergy’s Knowledge, being accurate and correct in all material respects) and has duly paid or made provisions for the payment of all federal, state and local taxes which have been incurred by or are due or claimed to be due from Synergy and any Synergy Subsidiary by any taxing authority or pursuant to any written tax sharing agreement on or prior to the Closing Date other than taxes or other charges which (i) are not delinquent, (ii) are being contested in good faith, or (iii) have not yet been fully determined. As of the date of this Agreement, Synergy has received no written notice of, and there is no audit examination, deficiency assessment, tax investigation or refund litigation with respect to any taxes of Synergy or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where Synergy or any of its Subsidiaries do not file tax returns that Synergy or any such Subsidiary is subject to taxation in that jurisdiction. Synergy and its Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any tax due that is currently in effect. Synergy and each of its Subsidiaries has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and Synergy and each of its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements.

4.8. No Material Adverse Effect.

Synergy and the Synergy Subsidiaries, taken as a whole, have conducted operations in the ordinary course of business and not suffered any Material Adverse Effect since December 31, 2006 and no event has occurred or circumstance arisen since that date which, in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on Synergy.

4.9. Material Contracts; Leases; Defaults.

4.9.1. Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.9.1, neither Synergy nor any Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Synergy or any Synergy Subsidiary; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Synergy or any Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Synergy or any Synergy Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Synergy or any Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Synergy or any Synergy Subsidiary is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and "treasury tax and loan" accounts and transactions in "federal funds" in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to NYB or any NYB Subsidiary; (vi) any agreement with a vendor of products or services, written or oral, that obligates Synergy or any Synergy Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premium, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Synergy or any Synergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

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4.9.2. Each real estate lease that requires the consent of the lessor or its agent resulting from the Merger by virtue of the terms of any such lease, is listed in SYNERGY DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to the Knowledge of Synergy, neither Synergy nor any Synergy Subsidiary is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

4.9.3. True and correct copies of agreements, contracts, arrangements and instruments referred to in Section 4.9.1 and 4.9.2 have been made available to NYB on or before the date hereof, are listed on SYNERGY DISCLOSURE SCHEDULE 4.9.1 or SYNERGY DISCLOSURE SCHEDULE 4.9.2 and are in full force and effect on the date hereof and, neither Synergy nor any Synergy Subsidiary has materially breached any provision of, or is in default in any material respect under any term of, any such contract, arrangement or instrument. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which Synergy or any Synergy Subsidiary is a party or under which Synergy or any Synergy Subsidiary may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.9.3, no such agreement, plan, contract, or arrangement (x) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of Synergy or any Synergy Subsidiary or upon the occurrence of a subsequent event; or (y) requires Synergy or any Synergy Subsidiary to provide a benefit in the form of Synergy Common Stock or determined by reference to the value of Synergy Common Stock.

4.9.4. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.9.4, none of the execution of this Agreement, approval of this Agreement by the stockholders of Synergy or consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (A) result in any payment (including, without limitation, severance, unemployment compensation, "excess parachute payment" (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of Synergy or any Synergy Subsidiary under any Synergy Compensation and Benefit Plan, (B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Synergy Compensation and Benefit Plan, (C) result in the breach or violation of, or a default under, any Synergy Compensation and Benefit Plan, (D) limit or restrict the ability to merge, amend or terminate any Synergy Compensation and Benefit Plan or (E) result in any payment which may be nondeductible for federal income tax purposes pursuant to Section 162(m) or 280G of the Code and the regulations promulgated thereunder.

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4.10. Ownership of Property; Insurance Coverage.

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

4.10.2. With respect to all agreements pursuant to which Synergy or any Synergy Subsidiary has purchased securities subject to an agreement to resell, if any, Synergy or such Synergy Subsidiary, as the case may be, has a lien or security interest (which to Synergy’s Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

4.10.3. Synergy and each Synergy Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations. Neither Synergy nor any Synergy Subsidiary has received notice from any current insurance carrier that: (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated; or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.10.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Synergy or any Synergy Subsidiary under such policies. Within the last three years Synergy and each Synergy Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SYNERGY DISCLOSURE SCHEDULE 4.10.3 identifies all material policies of insurance maintained by Synergy and each Synergy Subsidiary (other than those providing for employee or director welfare or similar benefits) as well as the other matters required to be disclosed under this Section.

4.11. Legal Proceedings.

Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.11, as of the date of this Agreement, neither Synergy nor any Synergy Subsidiary is a party to any, and there are no pending or, to Synergy’s Knowledge, threatened legal, administrative, arbitration or other proceedings, claims (whether asserted or unasserted), actions or governmental investigations or inquiries of any nature (i) against Synergy or any Synergy Subsidiary, (ii) to which Synergy or any Synergy Subsidiary’s assets are or may be subject, (iii) challenging the validity or propriety of any of the transactions contemplated by this

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Agreement, or (iv) which could adversely affect the ability of Synergy to perform its obligations under this Agreement.

4.12. Compliance With Applicable Law.

4.12.1. Each of Synergy and each Synergy Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation, the Sarbanes-Oxley Act of 2002, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act"), the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices and neither Synergy nor any Synergy Subsidiary has received any written notice to the contrary that is currently outstanding.

4.12.2. Each of Synergy and each Synergy Subsidiary has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Knowledge of Synergy, no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals.

4.12.3. For the period beginning December 31, 2004, neither Synergy nor any Synergy Subsidiary has received any written notification or to Synergy’s Knowledge any other communication from any Bank Regulator (i) asserting that Synergy or any Synergy Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke any license, franchise, permit or governmental authorization which is material to Synergy or any Synergy Subsidiary; or (iii) requiring or threatening to require Synergy or any Synergy Subsidiary, or indicating that Synergy or any Synergy Subsidiary may be required, to enter into a cease and desist order, consent order, agreement or memorandum of understanding or any other agreement or undertaking (formal or informal), restricting or limiting, or purporting to direct, restrict or limit, in any manner (other than generally applicable regulatory restrictions) the operations of Synergy or any Synergy Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement or order described in this sentence is hereinafter referred to as a "Synergy Regulatory Agreement"). Neither Synergy nor any Synergy Subsidiary has consented to or entered into any Synergy Regulatory Agreement that is currently in effect or that was in effect since December 31, 2001. The most recent regulatory rating given to Synergy Bank as to compliance with the Community Reinvestment Act ("CRA") is satisfactory or better. Synergy Bank is not aware of any pending or threatened CRA protest relating to its lending practices.

4.13. Employee Benefit Plans.

4.13.1. SYNERGY DISCLOSURE SCHEDULE 4.13.1 includes a descriptive list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare benefit plans, fringe benefit plans, employment, severance and change in control agreements and all other material benefit practices, policies and arrangements maintained by Synergy or any Synergy Subsidiary in which any employee or former employee, consultant or former

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consultant or director or former director of Synergy or any Synergy Subsidiary participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits (the "Synergy Compensation and Benefit Plans"). Neither Synergy nor any of its Subsidiaries has any commitment to create any additional Synergy Compensation and Benefit Plan or to materially modify, change or renew any existing Synergy Compensation and Benefit Plan (any modification or change that increases the cost of such plans would be deemed material), except as required to maintain the qualified status thereof or to preserve favorable financial accounting treatment. Synergy has provided to NYB true and correct copies of the Synergy Compensation and Benefit Plans.

4.13.2. To the Knowledge of Synergy, each Synergy Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, the Health Insurance Portability and Accountability Act and any regulations or rules promulgated thereunder, and all material filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have been timely made or any interest, fines, penalties or other impositions for late filings have been paid in full. Each Synergy Compensation and Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, or is established pursuant to a prototype plan that relies upon a favorable IRS opinion letter and Synergy is not aware of any circumstances which are reasonably likely to result in revocation of any such favorable determination letter. There is no material pending or, to the Knowledge of Synergy, threatened action, suit or claim relating to any of the Synergy Compensation and Benefit Plans (other than routine claims for benefits). To the Knowledge of Synergy, neither Synergy nor any Synergy Subsidiary has engaged in a transaction, or omitted to take any action, with respect to any Synergy Compensation and Benefit Plan that would reasonably be expected to subject Synergy or any Synergy Subsidiary to an unpaid tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.

4.13.3. Neither Synergy nor any of its Subsidiaries is currently, or has during the past five (5) years been, a sponsor or party to a Defined Benefit Plan. Neither Synergy, its Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or after January 1, 1998. To the Knowledge of Synergy, there is no pending investigation or enforcement action by any Bank Regulator with respect to any Synergy Compensation and Benefit Plan or any ERISA Affiliate Plan.

4.13.4. All material contributions required to be made under the terms of any Synergy Compensation and Benefit Plan or any employee benefit arrangements to which Synergy or any Synergy Subsidiary is a party or a sponsor have been timely made, and all anticipated contributions and funding obligations are accrued on the Synergy Financial Statements to the extent required by GAAP. Synergy and its Subsidiaries have expensed and accrued as a liability future benefits (inclusive of amortization of past service costs and liabilities) under each applicable Synergy Compensation and Benefit Plan for financial reporting purposes to the extent required by GAAP.

4.13.5. Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.13.5, neither Synergy nor any Synergy Subsidiary has any obligations to provide retiree health, life insurance, disability insurance, or other retiree death benefits under any Synergy Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code. Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.13.5, there has been no communication to employees by Synergy or any Synergy Subsidiary that would reasonably be expected to promise or guarantee such employees retiree health, life insurance, disability insurance, or other retiree death benefits.

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4.13.6. Synergy and its Subsidiaries do not maintain any Synergy Compensation and Benefit Plans covering employees who are nonresident aliens.

4.13.7. With respect to each Synergy Compensation and Benefit Plan, if applicable, Synergy has provided to NYB copies of the: (A) trust instruments and insurance contracts; (B) two most recent Forms 5500 filed with the IRS; (C) most recent actuarial report and financial statement; (D) most recent summary plan description; (E) most recent determination letter or opinion letter issued by the IRS; (F) any Form 5310 or Form 5330 filed with the IRS within the last two years; and (G) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests).

4.13.8. Except as disclosed on SYNERGY DISCLOSURE SCHEDULE 4.13.8, neither Synergy nor any Synergy Subsidiary maintains any compensation plans, programs or arrangements under which any payment is reasonably likely to become non-deductible, in whole or in part, for tax reporting purposes as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder.

4.13.9. Except as disclosed in SYNERGY DISCLOSURE SCHEDULE 4.13.9, there are no stock appreciation or similar rights, earned dividends or dividend equivalents, or shares of restricted stock, outstanding under any of the Synergy Compensation and Benefit Plans or otherwise as of the date hereof and none will be granted, awarded, or credited after the date hereof.

4.13.10. SYNERGY DISCLOSURE SCHEDULE 4.13.10 sets forth, as of the payroll date immediately preceding the date of this Agreement, a list of the full names of all employees of Synergy, their title and rate of salary, and their date of hire. SYNERGY DISCLOSURE SCHEDULE 4.13.10 also sets forth any changes to any Synergy Compensation and Benefit Plan since December 31, 2006.

4.14. Brokers, Finders and Financial Advisors.

Neither Synergy nor any Synergy Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement except for the retention of Sandler O’Neill & Partners, L.P. by Synergy and the fee payable pursuant thereto. A true and correct copy of the engagement agreement with Sandler O’Neill & Partners, L.P., setting forth the fee payable to Sandler O’Neill & Partners, L.P. for its services rendered to Synergy in connection with the Merger and transactions contemplated by this Agreement, is attached to SYNERGY DISCLOSURE SCHEDULE 4.14.

4.15. Environmental Matters.

4.15.1. With respect to Synergy and each Synergy Subsidiary:

(A) To the Knowledge of Synergy, each of Synergy and the Synergy Subsidiaries, the Participation Facilities, and, to Synergy’s Knowledge, the Loan Properties are, and have been, in substantial compliance with, and are not liable under, any Environmental Laws;

(B) Synergy has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Synergy’s Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any of the Synergy Subsidiaries or any Participation Facility (x) for alleged

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noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern , whether or not occurring at or on a site owned, leased or operated by it or any of the Synergy Subsidiaries or any Participation Facility;

(C) Synergy has received no written notice that there is any suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Synergy’s Knowledge, no such action is threatened, before any court, governmental agency or other forum relating to or against any Loan Property (or Synergy or any of the Synergy Subsidiaries in respect of such Loan Property) (x) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by a Loan Property;

(D) To Synergy’s Knowledge, the properties currently owned or operated by Synergy or any Synergy Subsidiary (including, without limitation, soil, groundwater or surface water on, or under the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law;

(E) Neither Synergy nor any Synergy Subsidiary during the past five years has received any written notice, demand letter, executive or administrative order, directive or request for information from any federal, state, local or foreign governmental entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law;

(F) To Synergy’s Knowledge, there are no underground storage tanks on, in or under any properties owned or operated by Synergy or any of the Synergy Subsidiaries or any Participation Facility, and to Synergy’s Knowledge, no underground storage tanks have been closed or removed from any properties owned or operated by Synergy or any of the Synergy Subsidiaries or any Participation Facility; and

(G) To Synergy’s Knowledge, during the period of (x) Synergy’s or any of the Synergy Subsidiaries’ ownership or operation of any of their respective current properties or (y) Synergy’s or any of the Synergy Subsidiaries’ participation in the management of any Participation Facility, there has been no contamination by or release of Materials of Environmental Concerns in, on, under or affecting such properties that could reasonably be expected to result in material liability to Synergy or a Synergy Subsidiary under the Environmental Laws. To Synergy’s Knowledge, prior to the period of (x) Synergy’s or any of the Synergy Subsidiaries’ ownership or operation of any of their respective current properties or (y) Synergy’s or any of the Synergy Subsidiaries’ participation in the management of any Participation Facility, there was no contamination by or release of Materials of Environmental Concern in, on, under or affecting such properties that could reasonably be expected to result in material liability to Synergy or a Synergy Subsidiary under the Environmental Laws.

4.15.2. "Loan Property" means any property in which the applicable party (or a Subsidiary of it) holds a security interest, and, where required by the context, includes the owner or operator of such property, but only with respect to such property. "Participation Facility" means any facility in which the applicable party (or a Subsidiary of it) participates in the management (including all property held as trustee or in any other fiduciary capacity) and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

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4.16. Loan Portfolio.

4.16.1. The allowance for loan losses reflected in Synergy’s audited consolidated statement of financial condition at December 31, 2006 was, and the allowance for loan losses shown on the balance sheets in Synergy’s Securities Documents for periods ending after December 31, 2006 will be, adequate, as of the respective dates thereof, under GAAP.

4.16.2. SYNERGY DISCLOSURE SCHEDULE 4.16.2 sets forth a listing, as of the most recently available date, by account, of: (A) all loans (including loan participations) of Synergy Bank or any other Synergy Subsidiary that have been accelerated during the past twelve months and that are contractually past due 90 days or more in the payment of principal and/or interest; (B) all loan commitments or lines of credit of Synergy Bank or any other Synergy Subsidiary that are contractually past due 90 days or more in the payment of principal and/or interest and which have been terminated by Synergy Bank or any other Synergy Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) all loans, lines of credit and loan commitments as to which Synergy Bank or any other Synergy Subsidiary has given written notice of its intent to terminate during the past twelve months and that are contractually past due 90 days or more in the payment of principal and/or interest; (D)with respect to all commercial loans that are contractually past due 90 days or more in the payment of principal and/or interest (including commercial real estate loans), any demand letters from Synergy Bank or any other Synergy Subsidiary to any such borrowers during the past twelve months; (E) each borrower, customer or other party which has notified Synergy Bank or any other Synergy Subsidiary during the past twelve months of, or has asserted against Synergy Bank or any other Synergy Subsidiary, in each case in writing, any "lender liability" or similar claim, and, to the knowledge of Synergy Bank, each borrower, customer or other party which has given Synergy Bank or any other Synergy Subsidiary any oral notification of, or orally asserted to or against Synergy Bank or any other Synergy Subsidiary, any such claim; (F) all loans, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that as of the date of this Agreement are classified as "Other Loans Specially Mentioned", "Special Mention", "Substandard", "Doubtful", "Loss", "Classified", "Criticized", "Watch list" or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, (5) where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (6) where a specific reserve allocation exists in connection therewith, and (G) all assets classified by Synergy Bank or any Synergy Bank Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure.

4.16.3. All loans receivable (including discounts) and accrued interest entered on the books of Synergy and the Synergy Subsidiaries arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of Synergy’s or the appropriate Synergy Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans (including discounts) are true and genuine and are what they purport to be. To the Knowledge of Synergy, the loans, discounts and the accrued interest reflected on the books of Synergy and the Synergy Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.16.3, all such loans are owned by Synergy or the appropriate Synergy Subsidiary free and clear of any liens.

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4.16.4. The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be.

4.17. Securities Documents .

Synergy has made available to NYB copies of its (i) annual reports on Form 10-K for the years ended December 31, 2006, 2005 and 2004, (ii) quarterly reports on Form 10-Q for the quarters ended subsequent to December 31, 2006, and (iii) proxy materials used or for use in connection with its meetings of stockholders held in 2007, 2006 and 2005. Such reports, prospectus and proxy materials complied, at the time filed with the SEC (or as amended), in all material respects, with the Securities Laws.

4.18. Related Party Transactions .

Except as described in Synergy’s proxy statement distributed in connection with the annual meeting of stockholders held on April 24, 2007 (which has previously been provided to NYB), neither Synergy nor any Synergy Subsidiary is a party to any transaction (including any loan or other credit accommodation) with any Affiliate of Synergy. All such transactions (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. No loan or credit accommodation to any Affiliate of Synergy or any Synergy Subsidiary is presently in default or, during the three year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither Synergy nor any Synergy Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by Synergy is inappropriate.

4.19. Deposits .

Except as set forth in SYNERGY DISCLOSURE SCHEDULE 4.19, none of the deposits of Synergy or any Synergy Subsidiary is a "brokered deposit" as defined in 12 CFR Section 337.6(a)(2).

4.20. Antitakeover Provisions Inapplicable; Required Vote .

4.20.1 The Board of Directors of Synergy has, to the extent such statute is applicable, taken all action (including appropriate approvals of the Board of Directors of Synergy) necessary to exempt NYB, the Merger, the Bank Merger, the Merger Agreement, the Plan of Bank Merger and the transactions contemplated hereby from any "moratorium", "control share", "fair price", "super-majority", "business combination" or other state anti-takeover laws and regulations, including but not limited to Section 14A:10A-1 et seq. of the NJBCA (collectively, the "Takeover Laws").

4.20.2. The affirmative vote of a majority of the issued and outstanding shares of Synergy Common Stock is required to approve this Agreement and the Merger under Synergy’s certificate of incorporation and the NJBCA.

4.21. Registration Obligations .

Neither Synergy nor any Synergy Subsidiary is under any obligation, contingent or otherwise, which will survive the Effective Time by reason of any agreement to register any transaction involving any of its securities under the Securities Act.

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4.22. Risk Management Instruments .

All material interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements, whether entered into for Synergy’s own account, or for the account of one or more of Synergy’s Subsidiaries or their customers (all of which are set forth in SYNERGY DISCLOSURE SCHEDULE 4.22), were in all material respects entered into in compliance with all applicable laws, rules, regulations and regulatory policies, and to the Knowledge of Synergy, with counterparties believed to be financially responsible at the time; and to Synergy’s Knowledge each of them constitutes the valid and legally binding obligation of Synergy or one of its Subsidiaries, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles), and is in full force and effect. Neither Synergy nor any Synergy Subsidiary, nor to the Knowledge of Synergy any other party thereto, is in breach of any of its obligations under any such agreement or arrangement in any material respect.

4.23. Fairness Opinion .

Synergy has received a written opinion from Sandler O’Neill & Partners, L.P. to the effect that, subject to the terms, conditions and qualifications set forth therein, as of the date hereof, the Merger Consideration to be received by the stockholders of Synergy pursuant to this Agreement is fair to such stockholders from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement. NYB shall be promptly advised of any change, amendment or rescission of such opinion.

4.24. Trust Accounts .

Synergy Bank and each of its subsidiaries has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations. Neither Synergy Bank nor any other Synergy Subsidiary, and to the Knowledge of Synergy, nor has any of their respective directors, officers or employees, committed any breach of trust with respect to any such fiduciary account and the records for each such fiduciary account.

4.25. Intellectual Property .

Synergy and each Synergy Subsidiary owns or, to Synergy’s Knowledge, possesses valid and binding licenses and other rights (subject to expirations in accordance with their terms) to use all patents, copyrights, trade secrets, trade names, servicemarks and trademarks used in their business, each without Payment other than renewal or similar fees (which fees, if any, are currently paid as of the date hereof), and neither Synergy nor any Synergy Subsidiary has rece