December 30, 1997

Board of Directors
Independence Savings Bank
195 Montague Street
New York, New York 11201

Board of Directors:

The notice of intent to convert from mutual to stock form and related application for approval of a merger transaction, filed on behalf of Independence Savings Bank, New York, New York, ("ISB") and Independence Community Bank Corp., New York, New York, ("MHC") has been reviewed by the Federal Deposit Insurance Corporation ("FDIC") pursuant to section 303.15 of the FDIC Rules and Regulations and Section 18(c) of the FDI Act. These filings were made in connection with the proposal to merge ISB and MHC simultaneously with the entity's conversion to stock form. at which time the merged institution would become a wholly-owned subsidiary of a newly-formed Delaware stock corporation to be known as Independence Community Bank Corp ("ICBC").

The FDIC has relied on information provided in the application for conversion and the accompanying business plan in reaching its decision. It is anticipated that any planned material deviations from the business plan such as a return of capital will be provided to the FDIC in advance of such an event. Based on the information presented in the application for conversion, and amendments thereto, the FDIC plans to issue a letter of nonobjection to the proposed conversion transaction, provided that the following conditions are satisfied:

1. ISB must provide written evidence that its Plan of Conversion has been approved by the affirmative vote of at least a majority of the total number of votes entitled to be cast at a special meeting of the bank's voting participants.

2. The Bank must submit final disclosure materials acceptable to the FDIC Division of Supervision, Registration and Disclosure Section.

3. ISB must advise this office of the results of the subscription offering and deliver an updated appraisal that:

(i) takes into account the results of the subscription offering;

(ii) discusses any material occurrences during the subscription period; and

(iii) explains any orders that may have been rejected.

4. ISB must receive final approval from the New York State Banking Department ("State Authority") to reorganize ISB as a subsidiary of ICBC, by way of a full conversion of MHC from the mutual holding company form of organization to the stock form, and ISB must receive final approval from the Office of Thrift Supervision for ICBC to acquire ISB.

Provided that ISB meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent fair value for ICBC, the FDIC will issue a letter of nonobjection to the proposed conversion transaction.

Enclosed is our Order and Basis for the merger application filed on behalf of ISB and MHC in connection with the conversion transaction. Please furnish the FDIC's New York Regional Office with satisfactory evidence of ISB's compliance with the conditions stated in the Order, and notify that office in writing when the proposed transaction has been consummated. If an extension of the time limitation included in the Order is necessary, please submit to the New York Regional Office a letter requesting a specific extension of the limitation, including the reasons for the requested extension.

Sincerely,

Cary H. Hiner
Associate Director

FEDERAL DEPOSIT INSURANCE CORPORATION

Independence Savings Bank New York, Kings County, New York

Application for Consent to Merge to facilitate a conversion from a Mutual Holding Company to a Stock Holding Company

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDI Act"), an application has been filed on behalf of Independence Savings Bank, New York, New York ("ISB"), a New York-chartered stock institution for the FDIC's consent to merge with Independence Community Bank Corp., its parent mutual holding company, and become a wholly-owned subsidiary of a newly formed Delaware-chartered stock thrift holding company, Independence Community Bank Corp. ("ICBC"). ISB is currently a Bank Insurance Fund ("BIF") member, with total resources of $3,810,086,000 and total deposits of $3,437,108,000 as of September 30, 1997.

This transaction is the result of the Plan of Conversion of Independence Community Bank Corp. And Independence Savings Bank" ("Plan') which includes the formation of ICBC. An application for the establishment of ICBC as a thrift holding company has been filed with the Office of Thrift Supervision. A Notice of Mutual Holding Company Reorganization has been filed with the New York State Banking Department. The Plan describes the structure of the proposed transaction as follows: Independence Community Bank Corp., the current mutual holding company will merge with ISB simultaneously with the conversion of the mutual holding company to stock form. The newly formed Delaware stock corporation, ICBC, will then become the holding company of ISB. Shares of stock of ICBC will be offered in a Subscription Offering to eligible account holders, tax-qualified employee stock benefit plans, and supplemental eligible account holders. ICBC is expected to retain up to 50 percent of the net conversion proceeds. In connection with the conversion, ISB and ICBC will establish Independence Community Foundation ("Foundation"). a private charitable foundation, which will be incorporated under Delaware law as a non-stock corporation. Concurrently with the conversion, ICBS will contribute to the Foundation 8% of the shares of common stock issued In the offering. The Foundation's stated purpose is to provide funding to support charitable causes and community development activities. Following consummation of the merger, ISB will operate the same banking business with the same management at the same locations it currently serves. The proposed transaction, per se, will not alter the competitive structure of banking in the market currently served by ISB. ISB's principal office will remain at 130 Court Street, New York City. New York. Notice of the proposed transaction, in a form approved by the FDIC, has been published pursuant to the FDI Act.

A protest of the proposal was filed by Inner City Press/Community on the Move ("ICP"), which raised negative issues related to the Community Reinvestment Act ("CRA"). ICP withdrew its comments, on December 22, 1997, after reaching an agreement with ISB. The agreement includes commitments by ISB towards the availability of loans and banking services for minority and other low- and moderate-income communities.

ISB was assigned an Outstanding rating at its last CRA examination conducted by the FDIC as of July 10, 1995. Available information concerning performance since that examination, however, indicates declining patterns of lending to low- and moderate-income areas and individuals. Further, the bank's assessment area no longer conforms with the CRA regulations. To address these issues, ISB has committed to the State of New York Banking Department ("NYSBD") and the FDIC to revise its assessment area and to meet certain lending targets in its assessment area. Having reviewed and relied upon these commitments and other available information, the FDIC has concluded that the bank's record of helping to meet the credit needs of its community, including low- and moderate-income neighborhoods, and its continuing efforts in this regard, are consistent with approval.

In connection with the application, the FDIC has taken into consideration the financial and managerial resources and future prospects of the resultant Bank. and the convenience and needs of the community to be served. Having considered these statutory factors and other relevant information, including any reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, or the Attorney General of the United States, the FDIC finds favorably and hereby approves the application, subject to the following conditions:

(1) That the Foundation's organizers commit to the following oversight provisions:

(a) Common stock of ICBC held by the Foundation shall be voted by the Foundation at the same ratio as all other shares voted on each and every proposal considered by the stockholders of ICBC;

(b) The Foundation shall be subject to examination by the FDIC;

(c) The Foundation shall comply, with all supervisory directives imposed by the FDIC;

(d) The Foundation shall operate in accordance with written policies adopted by the Foundation's board of directors, including adopting a conflict of interest policy acceptable to the FDIC.

(e) The Foundation shall provide a proposed operating plan prior to conversion and annual reports there after describing grants made and grant recipients;

(2) That the proposed transaction may not be consummated unless the Plan receives prior approval by an affirmative vote of at least a majority of the amount of votes entitled to be cast;

(3) That the proposed transaction may not be consummated unless and until the FDIC issues a nonobjection letter to the Notice filed on behalf of the applicant pursuant to section 303.15 of the FDIC's Rules and Regulations concerning the mutual-to-stock conversion portion of this transaction;

(4) That the proposed transaction may not be consummated unless and until the resultant Bank has authority to conduct a banking business. and that its establishment and operation as a stock savings bank have been fully approved by the New York State Banking Department, and that ICBC is granted approval to become a thrift holding company by the Office of Thrift Supervision;

(5) That any changes in proposed management, including the board of directors or proposed ownership (10% or more of the stock and new acquisitions of or subscriptions to 10% or more of the stock) will render this approval null and void unless such proposal is approved by the Regional Director (Supervision) of the FDIC's New York Regional Office prior to the consummation of the proposed transaction;

(6) That the transaction shall not be consummated less than fifteen calendar days after the date of this Order or later than six months after the date of this Order, unless such period is extended for good cause by the FDIC; and

(7) That until the proposed transaction is consummated. the FDIC shall have the right to alter, suspend, or withdraw its approval should an interim development be deemed to warrant such action.

Pursuant to delegated authority.

Dated at Washington. D.C.. this 30th day of December, 1997.

Cary H. Hiner
Associate Director
Division of Bank Supervision