MERGER AGREEMENT

AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN

NEW YORK COMMUNITY BANCORP, INC.

AND

SYNERGY FINANCIAL GROUP, INC.




May 13, 2007





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TABLE OF CONTENTS

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ARTICLE I CERTAIN DEFINITIONS........................................................................... 1


1.1. Certain Definitions......................................................................... 1


ARTICLE II THE MERGER................................................................................... 7


2.1. Merger...................................................................................... 7

2.2. Effective Time.............................................................................. 7

2.3. Certificate of Incorporation and Bylaws..................................................... 7

2.4. Directors and Officers of Surviving Corporation............................................. 7

2.5. Effects of the Merger....................................................................... 7

2.6. Bank Merger................................................................................. 8

2.7 Tax Consequences............................................................................ 8

2.8. Possible Alternative Structures............................................................. 8

2.9. Additional Actions.......................................................................... 8


ARTICLE III CONVERSION OF SHARES........................................................................ 9


3.1. Conversion of Synergy Common Stock; Merger Consideration.................................... 9

3.2. Procedures for Exchange of Synergy Common Stock............................................. 10

3.3. Treatment of Synergy Options................................................................ 11

3.4. Reservation of Shares....................................................................... 12


ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SYNERGY.................................................... 13


4.1. Standard.................................................................................... 13

4.2. Organization................................................................................ 13

4.3. Capitalization.............................................................................. 14

4.4. Authority; No Violation..................................................................... 15

4.5. Consents.................................................................................... 15

4.6. Financial Statements/Regulatory Reports..................................................... 16

4.7. Taxes....................................................................................... 16

4.8. No Material Adverse Effect.................................................................. 17
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4.9. Material Contracts; Leases; Defaults........................................................ 17

4.10. Ownership of Property; Insurance Coverage................................................... 19

4.11. Legal Proceedings........................................................................... 19

4.12. Compliance With Applicable Law.............................................................. 20

4.13. Employee Benefit Plans...................................................................... 20

4.14. Brokers, Finders and Financial Advisors..................................................... 22

4.15. Environmental Matters....................................................................... 22

4.16. Loan Portfolio.............................................................................. 24

4.17. Securities Documents........................................................................ 25

4.18. Related Party Transactions.................................................................. 25

4.19. Deposits.................................................................................... 25

4.20. Antitakeover Provisions Inapplicable; Required Vote......................................... 25

4.21. Registration Obligations.................................................................... 25

4.22. Risk Management Instruments................................................................. 26

4.23. Fairness Opinion............................................................................ 26

4.24. Trust Accounts.............................................................................. 26

4.25. Intellectual Property....................................................................... 26

4.26. Labor Matters............................................................................... 27

4.27. Internal Controls........................................................................... 27

4.28. Synergy Information Supplied................................................................ 27

4.29. No Dissenters Rights........................................................................ 27



ARTICLE V REPRESENTATIONS AND WARRANTIES OF NYB ........................................................ 27


5.1. Standard..................................................................................... 28

5.2. Organization................................................................................. 28

5.3. Capitalization............................................................................... 28

5.4. Authority; No Violation...................................................................... 29

5.5. Consents..................................................................................... 29

5.6. Financial Statements/Regulatory Reports...................................................... 30

5.7. Taxes........................................................................................ 30
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5.8. No Material Adverse Effect................................................................... 31

5.9. Ownership of Property; Insurance Coverage.................................................... 31

5.10. Legal Proceedings............................................................................ 31

5.11. Compliance With Applicable Law............................................................... 31

5.12. Environmental Matters........................................................................ 32

5.13. Securities Documents......................................................................... 33

5.14. Brokers, Finders and Financial Advisors...................................................... 33

5.15. NYB Common Stock............................................................................. 33

5.16. Material Contracts........................................................................... 33

5.17. NYB Information Supplied..................................................................... 33

5.18. Internal Controls............................................................................ 34


ARTICLE VI COVENANTS OF SYNERGY ........................................................................ 34


6.1. Conduct of Business.......................................................................... 34

6.2. Current Information.......................................................................... 37

6.3. Access to Properties and Records............................................................. 38

6.4. Financial and Other Statements............................................................... 39

6.5. Maintenance of Insurance..................................................................... 39

6.6. Disclosure Supplements....................................................................... 40

6.7. Consents and Approvals of Third Parties...................................................... 40

6.8. All Reasonable Best Efforts.................................................................. 40

6.9. Failure to Fulfill Conditions................................................................ 40

6.10. No Solicitation.............................................................................. 40

6.11. Reserves and Merger-Related Costs............................................................ 41

6.12. Takeover Laws................................................................................ 41


ARTICLE VII COVENANTS OF NYB............................................................................ 42


7.1. Conduct of Business.......................................................................... 42

7.2. Current Information.......................................................................... 42

7.3. Financial and Other Statements............................................................... 42
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7.4. Disclosure Supplements....................................................................... 42

7.5. Consents and Approvals of Third Parties...................................................... 42

7.6. All Reasonable Best Efforts.................................................................. 43

7.7. Failure to Fulfill Conditions................................................................ 43

7.8. Employee Benefits............................................................................ 43

7.9. Directors and Officers Indemnification and Insurance......................................... 44

7.10. Stock Listing................................................................................ 45

7.11. Stock Reserve................................................................................ 45

7.12. Section 16(b) Exemption...................................................................... 46
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ARTICLE VIII REGULATORY AND OTHER MATTERS .............................................................. 46


8.1. Synergy Stockholder Meeting.................................................................. 46

8.2. Proxy Statement-Prospectus................................................................... 46

8.3. Regulatory Approvals......................................................................... 47

8.4. Affiliates................................................................................... 48



ARTICLE IX CLOSING CONDITIONS........................................................................... 48


9.1. Conditions to Each Party's Obligations under this Agreement................................. 48

9.2. Conditions to the Obligations of NYB under this Agreement................................... 49

9.3. Conditions to the Obligations of Synergy under this Agreement............................... 49


ARTICLE X THE CLOSING .................................................................................. 50


10.1. Time and Place.............................................................................. 50

10.2. Deliveries at the Pre-Closing and the Closing............................................... 50


ARTICLE XI TERMINATION, AMENDMENT AND WAIVER ........................................................... 51


11.1. Termination................................................................................. 51

11.2. Effect of Termination....................................................................... 54

11.3. Amendment, Extension and Waiver............................................................. 55


ARTICLE XII MISCELLANEOUS............................................................................... 56


12.1. Confidentiality............................................................................. 56

12.2. Public Announcements........................................................................ 56

12.3. Survival.................................................................................... 56

12.4. Notices..................................................................................... 56

12.5. Parties in Interest......................................................................... 57

12.6. Complete Agreement.......................................................................... 57

12.7. Counterparts................................................................................ 57

12.8. Severability................................................................................ 57

12.9. Governing Law............................................................................... 58
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12.10. Interpretation.............................................................................. 58

12.11. Definition of "subsidiary" and "affiliate"; Covenants with Respect to Subsidiaries and
Affiliates............................................................................... 58

12.12. Waiver of Jury Trial........................................................................ 58

Exhibit A FORM OF SYNERGY VOTING AGREEMENT
Exhibit B PLAN OF BANK MERGER
Exhibit C AFFILIATES AGREEMENT
Exhibit D RETENTION AGREEMENT WITH JOHN FIORE
Exhibit E NONCOMPETITION AGREEMENT OF JOHN FIORE
Exhibit F BENEFITS TERMINATION AGREEMENT WITH JOHN FIORE
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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


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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.
ss.9601, et seq; the Resource Conservation and Recovery Act, as amended, 42
U.S.C.

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ss.6901, et seq; the Clean Air Act, as amended, 42 U.S.C. ss.7401, et seq; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. ss.1251, et seq; the
Toxic Substances Control Act, as amended, 15 U.S.C. ss.2601, et seq; the
Emergency Planning and Community Right to Know Act, 42 U.S.C. ss.11001, et seq;
the Safe Drinking Water Act, 42 U.S.C. ss.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);

(i) the number of shares of NYB Common Stock to be subject to the New
Option shall be equal to the product of (A) the number of shares
of Synergy Common Stock purchasable

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upon exercise of the original Synergy Option and (B) the Exchange
Ratio, the product being rounded to the nearest whole share where
(i) a tenth of a share of 4 or less shall be rounded down and
(ii) a tenth of a share of 5 or more shall rounded up; and

(ii) the exercise price per share of NYB Common Stock under the New
Option shall be equal to (A) the exercise price per share of
Synergy Common Stock under the original Synergy Option divided by
(B) the Exchange Ratio, rounded to the nearest cent.

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
consideratio