SYNERGY BANK

                           DEFERRED COMPENSATION PLAN
                        FOR THE BENEFIT OF JOHN S. FIORE


         WHEREAS,  Synergy Bank ("Bank") has previously  adopted a Phantom Stock
and  Phantom  Option Plan for the  benefit of John S. Fiore  ("Phantom  Plan" or
"Prior Plan") in order to provide deferred compensation based upon the financial
performance of the Bank as a mutual institution; and

         WHEREAS,  such Prior Plan has  terminated in accordance  with its terms
upon the completion of the  mutual-to-stock  conversion and issuance of stock to
the public related to the mid- tier holding  company of the Bank  ("Conversion")
in as of September 17, 2002, however,  the conversion  regulations of the Office
of Thrift Supervision ("OTS") preclude the implementation of stock benefit plans
for a minimum of six months following such stock conversion; and

         WHEREAS,  the Board of  Directors  wishes to  continue  to provide  the
President of the Bank, John S. Fiore ("Participant"), with deferred compensation
incentives  consistent with the benefits previously awarded under the Prior Plan
until such time that the Bank and its parent company may implement stock benefit
plans, and

         WHEREAS,  it is deemed  advisable and in the best interests of the Bank
to offer such Participant with such additional  financial incentives in the form
of deferred  compensation to encourage such continued  employment service to the
Bank, and to remain market  competitive in the Bank's ability to offer incentive
compensation and retirement income security to such Participant;

         NOW  THEREFORE,  BE IT RESOLVED that the Bank's  Deferred  Compensation
Plan  for the  Benefit  of John S.  Fiore  ("Deferred  Plan"),  be  adopted  and
implemented effective September 17, 2002, as follows:

                                    ARTICLE I

                                   DEFINITIONS

         The following  words and phrases as used herein shall,  for the purpose
of this Plan and any subsequent  amendment thereof,  have the following meanings
unless a different meaning is plainly required by the content, as follows:

         "Bank" means  Synergy  Bank,  Cranford,  New Jersey,  or any  successor
thereto.

         "Beneficiary" shall mean a Participant's  surviving spouse, if any, the
Participant's  named beneficiary as reflected on the records of the Bank, or the
Participant's estate, in descending order of priority.


<PAGE>


         "Board" means the Board of Directors of the Bank, as  constituted  from
time to time and successors thereto.

         "Committee"  means  the  Board  or  the  administrative   committee  as
appointed by the Board pursuant to Section 8.11 herein.

         "Deferred  Compensation  Account"  shall mean the aggregate  accrual of
benefits under the Plan for the benefit of the Participant,  including  earnings
credited thereto.

         "Disability"  (total  and  permanent  disability)  means  a  mental  or
physical  disability  which prevents the Participant  from performing the normal
duties of his or her position with the Bank. Such disability must have prevented
the Participant from performing his or her duties for at least six months, and a
physician  satisfactory  to both the  Participant and the Bank must certify that
the  Participant  is disabled from  performing his or her normal duties with the
Bank.

         "Effective Date" means September 17, 2002.

         "Participant"   means  John  S.  Fiore,  the  Bank's  President.   Such
participation   shall  continue  as  long  as  such  Participant   fulfills  all
requirements for  participation  subject to the right of termination,  amendment
and modification of the Plan hereinafter set forth.

         "Plan"  means  the  Synergy  Bank  Deferred  Compensation  Plan for the
Benefit of John S. Fiore,  as herein set forth,  as may be amended  from time to
time.

         "Prior Plan" means the Bank's Phantom Stock and Phantom Option Plan for
the benefit of John S. Fiore, which plan was terminated  effective September 17,
2002.

         "Retirement  Date" means the first day of the calendar month  following
the date that the Participant terminates service as an employee of the Bank.

         "Service" means all years of service as an employee of the Bank and all
predecessor  and successor  entities.  Years of service need not be  continuous.

         "Trust"  shall mean any trust  agreement  entered into on behalf of the
Plan by the Bank  for the  purpose  of  holding  assets  of the Bank in order to
promote the efficient administration of the Plan.

                                   ARTICLE II

                         BENEFITS ACCRUALS AND PAYMENTS

         2.1  Retirement.  Upon a Participant's  termination  from service as an
employee of the Bank on or after the Retirement  Date, the Bank shall pay to the
participant  the benefits set forth


                                       2

<PAGE>

herein at Article II,  Section  2.4.  Except as provided at Article II,  Section
2.1,  2.2 and 2.3 herein,  the Bank shall have no financial  obligations  to the
Participant under the Plan.

         2.2 Disability. In the event of the Disability of the Participant,  the
Participant  will be entitled to a benefit  equal to the  Deferred  Compensation
Account amount  specified at Article II, Section 2.4, first payable on the first
day of the month following  certification  of such Disability  without regard to
any other provisions herein to the contrary.

         2.3 Benefit Payments Following Death. Upon death of a Participant prior
to the Retirement Date, a Participant's  Deferred  Compensation Account shall be
immediately  payable to the Beneficiary in the form of a lump-sum payment within
thirty days of the death of the  Participant,  in accordance with the provisions
of Section 2.4. Upon the death of a Participant  after termination of employment
with the Bank,  any benefits  that would have been  payable to such  Participant
shall thereafter be payable to the Beneficiary in the same amount and manner.

         2.4  Benefit  Payments.  The  Participant  shall be eligible to receive
benefit payments under the Plan, as follows:

         a. Upon  termination of employment in accordance with Sections 2.1, 2.2
and 2.3 of the Plan, the Participant  shall be eligible to receive payment equal
to the Deferred Compensation  Account,  valued as of such date of termination of
employment  payable  in  the  form  of a  lump-sum  amount  as of  the  date  of
termination of employment of the Participant.

         b.  Benefits  payable  hereunder  are  exclusive  of any benefits to be
received under other benefit plans of the Bank.

         2.5  Notice  of  Retirement.   A  Participant  electing  to  retire  in
accordance  with the Plan shall deliver  written notice  ("Notice") to the Board
not less than thirty days prior to the actual Retirement Date. A Participant who
terminates  service upon his death or Disability or upon the request of the Bank
shall not be required to deliver  such Notice in order to be entitled to receive
benefits under the Plan.

         2.6 Deferred Compensation Account Accruals.

         a. Not later than  December 31 of each year after the  Effective  Date,
the  Bank  shall  credit  to the  Deferred  Compensation  Account  of each  Plan
Participant an amount equal to the Deferred Compensation Accrual for such fiscal
year of the Bank (or pro rata portion thereof),  plus crediting of an additional
accrual  calculated  as  earnings on such  Deferred  Compensation  Account.  The
determination  regarding  the  annual  contribution  to be made to the  Deferred
Compensation  Account shall be made by the Board of Directors of the Bank in its
sole  discretion,  taking into

                                       3
<PAGE>

account an assessment  regarding the financial  performance of the Bank for such
fiscal year, the job performance of the  Participant  during such period and the
attainment of  organization  and  Participant  performance  objectives  for such
period.  Notwithstanding  the  foregoing,  the  target  award  to  the  Deferred
Compensation  Account for each fiscal year,  exclusive  of earnings  credited to
prior accruals to such Deferred  Compensation  Account,  shall be the amount set
forth at  Schedule I for such  fiscal  year,  and in no event  shall such annual
award  to  the  Deferred   Compensation  Account  exceed  ten  percent  of  such
Participant's  annual base salary for such fiscal year (exclusive of earnings on
such Deferred Compensation Account) .

         b. Such rate of  accrual  with  respect  to  earnings  on the  Deferred
Compensation  Account  shall be computed  based upon the Bank's  average cost of
funds for such period as determined by the Board, but in no event at a rate less
than the  interest  rate in effect  and  payable  on the five  year US  Treasury
obligations at such time.

         c. The  Deferred  Compensation  Account  for the  Participant  shall be
established  as of the  Effective  Date to include the Bank's  accruals for such
Participant  under the Prior  Plan,  if any,  as  detailed  at  Schedule I. Such
inclusion of such accruals under the Prior Plan shall  constitute a complete and
absolute  waiver by the  Participant  of any future  rights or  benefits to such
Participant or any beneficiaries related to such Prior Plan.

         2.7 Alternative Forms of Benefits.  Notwithstanding  anything herein to
the contrary,  the Board may pay out all or part of a Participant's then accrued
Deferred  Compensation Account accrued as of the date of such payment within its
sole discretion.



                                       4
<PAGE>

                                   ARTICLE III

                         INSURANCE AND OTHER INVESTMENTS

         3.1 Ownership of Insurance and Other Investments. The Bank, in its sole
discretion,  may elect to purchase  one or more life  insurance  policies on the
life of the Participant in order to provide funds to the Bank to pay part or all
of the benefits  accrued under this Plan.  All rights and incidents of ownership
in any life insurance policy that the Bank may purchase insuring the life of the
Participant  (including any right to proceeds payable  thereunder)  shall belong
exclusively to the Bank or its designated  Trust,  and neither the  Participant,
nor any  beneficiary or other person  claiming under or through him or her shall
have any rights,  title or interest  in or to any such  insurance  policy or any
other assets held by the Bank or any trust.  The Participant  shall not have any
power to transfer,  assign,  hypothecate  or  otherwise  encumber in advance any
assets  of the Bank or any  benefits  payable  under  this  Plan,  nor shall any
benefits be subject to seizure for the benefit of any debts or judgments,  or be
transferable  by  operation  of law in the event of  bankruptcy,  insolvency  or
otherwise.  Any life insurance policy or other assets purchased  pursuant hereto
and any proceeds  payable  thereunder  shall remain subject to the claims of the
Bank's general creditors.

         3.2  Physical  Examination.  As a condition  of  becoming or  remaining
covered under this Plan, the  Participant,  as may be requested by the Bank from
time to time shall take a physical  examination  by a  physician  approved by an
insurance  carrier.  The  cost of the  examination  shall  not be  borne  by the
Participant.  The report of such examination shall be transmitted  directly from
the  physician  to the  insurance  carrier  designated  by the Bank to establish
certain costs  associated  with obtaining  insurance  coverages as may be deemed
necessary under this Plan. Such examination shall remain  confidential among the
Participant,  the  physician  and the  insurance  carrier  and shall not be made
available to the Bank in any form or manner.

         3.3  Death of  Participant.  Upon the  death  of the  Participant,  the
proceeds derived from any such insurance policy or other assets held by the Bank
or any related Trust, if any, shall be paid to the Bank or its designated Trust.




                                       5
<PAGE>

                                   ARTICLE IV

                            TRUST / NON-FUNDED STATUS

         4.1 Trust. Except as may be specifically provided, nothing contained in
this Plan and no action  taken  pursuant  to the  provisions  of this Plan shall
create  or  be  construed  to  create  a  trust  of  any  kind,  or a  fiduciary
relationship between the Bank and the Participant or any other person. Any funds
which may be invested  under the  provisions of this Plan shall continue for all
purposes to be a part of the general funds of the Bank. No person other than the
Bank shall by virtue of the  provisions  of this Plan have any  interest in such
funds.  The Bank shall not be under any  obligation  to use such funds solely to
provide  benefits  hereunder,  and  no  representations  have  been  made  to  a
Participant  that  such  funds  can or  will be used  only to  provide  benefits
hereunder.  To the extent that any person  acquires a right to receive  payments
from the Bank under the Plan,  such rights shall be no greater than the right of
any unsecured general creditor of the Bank.

         In order to facilitate the  accumulation of funds necessary to meet the
costs of the Bank under this Plan (including the provision of funds necessary to
pay premiums with respect to any life insurance  policies  purchase  pursuant to
Article III above and to pay  benefits to the extent that the cash value  and/or
proceeds of any such policies are not adequate to make payments to a Participant
or his or her beneficiary as and when the same are due under the Plan), the Bank
may enter into a Trust  Agreement.  The Bank,  in its  discretion,  may elect to
place any life insurance  policies  purchased pursuant to Article III above into
the Trust. In addition, such sums shall be placed in said Trust as may from time
to time be approved by the Board of Directors,  in its sole  discretion.  To the
extent that the assets of said Trust and/or the  proceeds of any life  insurance
policy  purchased  pursuant to Article III are not  sufficient  to pay  benefits
accrued under this Plan,  such payments shall be made from the general assets of
the Bank.

                                    ARTICLE V

                                     VESTING

         5.1 Vesting.  All benefits  under this Plan are deemed  non-vested  and
forfeitable  prior to the Retirement Date. All benefits payable  hereunder shall
be deemed  100% earned and  non-forfeitable  by the  Participant  and his or her
Beneficiary  as of the  Retirement  Date.  Notwithstanding  the  foregoing,  all
benefits payable  hereunder shall be deemed 100% earned and  non-forfeitable  by
the Participant  and his or her Beneficiary  upon the death or the Disability of
the  Participant.  No benefits  shall be deemed  payable  hereunder for any time
period  prior to the  Retirement  Date,  except  in the  event  of the  death or
Disability of the Participant.



                                       6
<PAGE>


                                   ARTICLE VI

                                   TERMINATION

         6.1  Termination.   All  rights  of  the  Participant  hereunder  shall
terminate  immediately upon the Participant  receiving  distribution of all sums
accrued  and  credited  to  his  or  her  Deferred   Compensation   Account.   A
Participant's  right to receive an award to the  Deferred  Compensation  Account
(exclusive  of  earnings  on prior  accruals  under  the  Deferred  Compensation
Account)  for any  particular  fiscal  year of the Bank shall be within the sole
discretion of the Board;  provided that the  Participant  was an employee of the
Bank during such fiscal year. A leave of absence approved by the Board shall not
constitute a cessation of service within the meaning of this  paragraph,  within
the sole discretion of the Board.


                                   ARTICLE VII

                      FORFEITURE OR SUSPENSION OF BENEFITS

         7.1  Forfeiture or Suspension  of Benefits.  Notwithstanding  any other
provision of this Plan to the  contrary,  in the event that benefits are payable
in a form other than a lump-sum, benefits shall be forfeited or suspended during
any period of paid service with the Bank following the  commencement  of benefit
payments, within the sole discretion of the Board.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1 Other  Benefits.  Nothing in this Plan shall diminish or impair the
Participant's eligibility,  participation or benefit entitlement under any other
benefit,  insurance  or  compensation  plan  or  agreement  of the  Bank  now or
hereinafter in effect.

         8.2 No Effect on Employment.  This Plan shall not be deemed to give any
Participant or other person in the employ or service of the Bank any right to be
retained in the  employment  or service of the Bank,  or to  interfere  with the
right of the Bank to terminate any  Participant or such other person at any time
and to treat him or her without regard to the effect which such treatment  might
have upon him or her as a Participant in this Plan.


                                       7
<PAGE>

         8.3 Legally Binding. The rights,  privileges,  benefits and obligations
under this Plan are  intended  to be legal  obligations  of the Bank and binding
upon the Bank, its successors and assigns.

         8.4  Modification.  The  Bank,  by action of the  Board,  reserves  the
exclusive right to amend,  modify, or terminate this Plan. Any such termination,
modification or amendment shall not terminate or diminish any rights or benefits
accrued by any Participant prior thereto.  The Bank shall give thirty (30) days'
notice in writing to any  Participant  prior to the  effective  date of any such
amendment,  modification  or  termination  of  this  Plan.  Notwithstanding  the
foregoing,  in no event shall such benefits  payable to a Participant  under the
Plan be reduced  below those  provided  for in Section 2.4 herein.  In the event
that the Plan benefits  payable under Section 2.4 of the Plan are reduced or the
Plan is  terminated,  a  Participant  shall be  immediately  100%  vested in all
benefits  accrued to such date in accordance  with Section 2.4 as of the date of
such Plan amendment or Plan termination without regard to such Plan amendment or
Plan termination.

         8.5 Arbitration. Any controversy or claim arising out of or relating to
any contract or the breach thereof shall be settled by arbitration in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
with  such  arbitration  hearing  to be  held  at the  offices  of the  American
Arbitration  Association  ("AAA")  unless  otherwise  mutually  agreed to by the
Participant  and  the  Bank,  and  judgment  upon  the  award  rendered  by  the
arbitrator(s) may be entered in any court having jurisdiction thereof.

         8.6  Limitation.  No rights of any  Participant  are  assignable by any
Participant,  in whole or in part,  either by voluntary or involuntary act or by
operation  of law.  Rights  of the  Participant  hereunder  are not  subject  to
anticipation,  alienation, sale, transfer,  assignment,  pledge,  hypothecation,
encumbrance  or  garnishment  by creditors of the  Participant or a Beneficiary.
Such rights are not subject to the debts, contracts,  liabilities,  engagements,
or torts of any Participant or his or her Beneficiary. No Participant shall have
any right under this Plan or any Trust  referred to in Article IV or against any
assets held or  acquired  pursuant  thereto  other than the rights of a general,
unsecured  creditor of the Bank pursuant to the unsecured promise of the Bank to
pay the benefits  accrued  hereunder in accordance  with the terms of this Plan.
The Bank has no  obligation  under  this Plan to fund or  otherwise  secure  its
obligations  to render  payments  hereunder to the  Participant.  No Participant
shall  have any  voice in the  use,  disposition,  or  investment  of any  asset
acquired or set aside by the Bank to provide benefits under this Plan.

                                       8

<PAGE>


         8.7 ERISA and IRC  Disclaimer.  It is intended that the Plan be neither
an "employee  welfare  benefit plan" nor an "employee  pension benefit plan" for
purposes of the Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA").  Further, it is intended that the Plan will not cause the interest of
a  Participant  under  the Plan to be  includable  in the  gross  income of such
Participant or a Beneficiary  prior to the actual receipt of a payment under the
Plan for purposes of the Internal Revenue Code of 1986, as amended  ("IRC").  No
representation  is made to any  Participant  to the  effect  that any  insurance
policies  purchased by the Bank or assets of any Trust  established  pursuant to
this Plan will be used solely to provide  benefits under this Plan or in any way
shall  constitute  security for the payment of such benefits.  Benefits  payable
under this Plan are not in any way limited to or governed by the proceeds of any
such insurance  policies or the assets of any such Trust.  No Participant in the
Plan has any preferred claim against the proceeds of any such insurance policies
or the assets of any such Trust.

         8.8 Conduct of Participant.  Notwithstanding  anything contained to the
contrary,  no payment of any then unpaid  benefits  shall be made and all rights
under the Plan  payable  to a  Participant,  or any  other  person,  to  receive
payments  thereof  shall be  forfeited  if the  Participant  shall engage in any
activity  or conduct  which in the  opinion the Board of the Bank is inimical to
the best interests of the Bank.

         8.9  Incompetency.  If the Bank  shall find that any person to whom any
payment  is  payable  under  the Plan is  deemed  unable  to care for his or her
personal affairs because of illness or accident,  or is a minor, any payment due
(unless  a prior  claim  therefor  shall  have  been  made  by a duly  appointed
guardian,  committee or other legal representative) may be paid to the spouse, a
child, a parent,  or a brother or sister, or to any person deemed by the Bank to
have incurred  expense for such person  otherwise  entitled to payment,  in such
manner and proportions as the Board, in its sole discretion,  may determine. Any
such payments shall  constitute a complete  discharge of the  liabilities of the
Bank under the Plan.

         8.10  Construction.  The Board shall have full power and  authority  to
interpret, construe and administer this Plan and the Board's interpretations and
construction thereof, and actions thereunder, shall be binding and conclusive on
all persons for all purposes. Directors of the Bank and members of the Committee
shall not be liable to any person for any action taken or omitted in  connection
with the interpretation  and administration of this Plan unless  attributable to
his or her own willful, gross misconduct or intentional lack of good faith.

         8.11 Plan  Administration.  The Board of the Bank shall  administer the
Plan; provided,  however, that the Board may appoint an administrative committee
("Committee") to provide


                                       9
<PAGE>
administrative  services or perform duties  required by this Plan. The Committee
shall have only the authority granted to it by the Board.

         8.12 Governing Law. This Plan shall be construed in accordance with and
governed  by the laws of the  State of New  Jersey,  except to the  extent  that
Federal law shall be deemed to apply.  No  payments  of  benefits  shall be made
hereunder if the Board of the Bank, or counsel retained thereby, shall determine
that such payments  shall be in violation of applicable  regulations,  or likely
result in imposition of regulatory action, by the Office of Thrift  Supervision,
the  Federal  Deposit  Insurance   Corporation  or  other  appropriate   banking
regulatory agencies.

         8.13 Regulatory Matters.

         (a) The  Participant  or  Beneficiary  shall  have no right to  receive
compensation  or other benefits in accordance with the Plan for any period after
termination  of service  for Just  Cause.  Termination  for "Just  Cause"  shall
include   termination   because  of  the  Participant's   personal   dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of the Plan.

         (b) Notwithstanding  anything herein to the contrary, any payments made
to a  Participant  or  Beneficiary  pursuant to the Plan shall be subject to and
conditioned upon compliance with 12 USC '1828(k) and any regulations promulgated
thereunder.

         (c) If the Participant is suspended and/or temporarily  prohibited from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(3)  and (g)(1)),  the
Bank's  obligations  under the  Agreement  shall be  suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed,  the Bank's may within its discretion (i) pay the Participant all
or part  of the  compensation  withheld  while  its  contract  obligations  were
suspended and (ii) reinstate (in whole or in part) any of its obligations  which
were suspended.

         (d) If the  Participant is removed and/or  permanently  prohibited from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the contracting parties shall not be affected.


                                       10

<PAGE>

         (e) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA)
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (f) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance  Corporation  ("FDIC")  enters into an  agreement to
provide assistance to or on behalf of the Bank under the authority  contained in
Section  13(c)  of  FDIA;  or (ii) by the  Director  of the  OTS,  or his or her
designee,  at the time  that the  Director  of the OTS,  or his or her  designee
approves a supervisory  merger to resolve  problems  related to operation of the
Bank or when  the  Bank is  determined  by the  Director  of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

         8.14  Successors  and  Assigns.  The  Plan  shall be  binding  upon any
successor or successors of the Bank, and unless clearly inapplicable,  reference
herein to the Bank shall be deemed to include any successor or successors of the
Bank.

         8.15 Sole Agreement.  The Plan expresses,  embodies, and supersedes all
previous agreements,  understandings,  and commitments, whether written or oral,
between the Bank and the  Participant and  Beneficiaries  hereto with respect to
the subject matter hereof.






                                       11
<PAGE>

                                   SCHEDULE I
                                   ----------


The  Deferred  Compensation  Accruals  related  to  the  Participant  as of  the
Effective Date is as follows:


                                                           Deferred Compensation
         Participant                                               Accrual
         ------------                                              -------

         John S. Fiore      Carry Over From Prior Plan           $40,165.64
                            (Balance as of 8/31/2002)


         Monthly Accrual/Target Award for the Period
         from September 1, 2002 through December 31, 2002        $1,179.58/month

         Monthly Accrual/Target Award for the Period             $1,500.00/month
         from January 1, 2003 through the date of award of
         Stock Options and Restricted Stock Awards by
         Synergy Financial Group, Inc. or Synergy Bank.