FIRST Amendment
to


the Agreement
and Plan of Merger


THIS
Amendment to the Agreement and Plan of Merger, dated as of August 21, 2012 (“First Amendment”), is by and among
(i) Northfield Bank, a Federal savings bank (“Northfield Bank”), Northfield Bancorp, Inc., a Federal corporation (“Northfield
Bancorp”), Northfield Bancorp, MHC, a Federal mutual holding company (“Northfield MHC”), and (ii) Flatbush Federal
Savings and Loan Association, a Federal savings and loan association (“Flatbush Federal Savings”), Flatbush Federal
Bancorp, Inc., a Federal corporation (“Flatbush Federal Bancorp”), and Flatbush Federal Bancorp, MHC, a Federal mutual
holding company (“Flatbush MHC”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement (as defined below).


WHEREAS,
the Parties are parties to that certain Agreement and Plan of Merger, dated as of March 13, 2012 (the “Merger Agreement”);



WHEREAS, the Parties
desire to amend Section 2.01(a) of the Merger Agreement as set forth herein.


NOW, THEREFORE,
in consideration of the premises, and for other good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


1.        Section
2.01(a) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:


        “(a)        The
MHC Merger. Flatbush MHC shall merge with and into Northfield MHC with Northfield MHC as the surviving entity pursuant to the
merger agreement substantially in the form of Exhibit A hereto. As a result of the MHC Merger, each holder of a deposit account
in or a borrowing with Flatbush Federal Savings as of the effective time of the MHC Merger shall have the same rights and privileges
in Northfield MHC as a holder of a deposit account in or a borrowing with Northfield Bank immediately prior to the Merger including,
without limitation, for purposes of any subscription rights in any future conversion of Northfield MHC to stock form.”


 


2.        This
First Amendment may be executed in one or more counterparts all of which shall be considered one and the same agreement and each
of which shall be deemed an original. A facsimile copy or electronic transmission of a signature page shall be deemed to be an
original signature page.


3.        This
First Amendment shall be construed in connection with and as part of the Merger Agreement, and except as modified and expressly
amended by this First Amendment, all terms, conditions and covenants contained in the Merger Agreement are hereby ratified and
shall be and remain in full force and effect.


4.        Any
and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First
Amendment may refer to the Merger Agreement and without making specific reference to this First Amendment but nevertheless all
such references shall include this First Amendment unless the context otherwise requires.


[signatures
follow]



    	 



    	 



    

IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to be signed by their respective officers thereunto duly authorized, all as
of the date first written above.


	 	NORTHFIELD BANK
	 	 
	 	 
	 	/s/ John W. Alexander
	 	By: John W. Alexander, Chairman, President and

         Chief Executive Officer
	 	 
	 	NORTHFIELD BANCORP, INC.
	 	 
	 	 
	 	/s/ John W. Alexander
	 	By: John W. Alexander, Chairman, President and

          Chief Executive Officer
	 	 
	 	NORTHFIELD BANCORP, MHC
	 	 
	 	 
	 	/s/ John W. Alexander
	 	By:  John W. Alexander, Chairman, President and

          Chief Executive Officer
	 	 
	 	FLATBUSH FEDERAL SAVINGS AND
	 	   LOAN ASSOCIATION
	 	 
	 	 
	 	/s/ Jesus R. Adia
	 	By: Jesus R. Adia, Chairman, President and Chief 

         Executive Officer
	 	 
	 	FLATBUSH FEDERAL BANCORP, INC.
	 	 
	 	 
	 	/s/ Jesus R. Adia
	 	By: Jesus R. Adia, Chairman, President and Chief 

         Executive Officer
	 	 
	 	FLATBUSH FEDERAL BANCORP, MHC
	 	 
	 	 
	 	/s/ Jesus R. Adia
	 	By: Jesus R. Adia, Chairman, President and Chief 

         Executive Officer


 


[Signature Page to Amendment to the Agreement
and Plan of Merger]