Exhibit 10.1
 NORTHFIELD BANK
 EMPLOYEE STOCK OWNERSHIP PLAN




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NORTHFIELD BANK
EMPLOYEE STOCK OWNERSHIP PLAN
  W I T N E S S E T H T H A T
     ATTEST:
    
    
    
    
    
    NORTHFIELD BANK/s/ Madeline Frank
    
    
    
    By:
    
    /s/ John W. AlexanderSecretary
    
    
    
    
    
    Authorized Officer




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CONTENTS
 Page No.Section 1. Plan Identity
    
    
    11.1 Name
    
    
    11.2 Purpose
    
    
    11.3 Effective Date
    
    
    11.4 Fiscal Period
    
    
    11.5 Single Plan for All Employers
    
    
    11.6 Interpretation of Provisions
    
    
    1Section 2. Definitions
    
    
    1Section 3. Eligibility for Participation
    
    
    103.1 Initial Eligibility
    
    
    103.2 Definition of Eligibility Year
    
    
    103.3 Terminated Employees
    
    
    103.4 Certain Employees Ineligible
    
    
    103.5 Participation and Reparticipation
    
    
    113.6 Omission of Eligible Employee
    
    
    113.7 Inclusion of Ineligible Employee
    
    
    11Section 4. Contributions and Credits
    
    
    114.1 Discretionary Contributions
    
    
    114.2 Contributions for Stock Obligations
    
    
    114.3 Conditions as to Contributions
    
    
    124.4 Rollover Contributions
    
    
    12Section 5. Limitations on Contributions and Allocations
    
    
    125.1 Limitation on Annual Additions
    
    
    125.2 Effect of Limitations
    
    
    145.3 Limitations as to Certain Participants
    
    
    155.4 Erroneous Allocations
    
    
    15Section 6. Trust Fund and Its Investment
    
    
    156.1 Creation of Trust Fund
    
    
    156.2 Stock Fund and Investment Fund
    
    
    156.3 Acquisition of Stock
    
    
    166.4 Participants Option to Diversify
    
    
    16Section 7. Voting Rights and Dividends on Stock
    
    
    177.1 Voting and Tendering of Stock
    
    
    177.2 Application of Dividends
    
    
    18Section 8. Adjustments to Accounts
    
    
    198.1 ESOP Allocations
    
    
    198.2 Charges to Accounts
    
    
    208.3 Stock Fund Account
    
    
    208.4 Investment Fund Account
    
    
    208.5 Adjustment to Value of Trust Fund
    
    
    208.6 Participant Statements
    
    
    20Section 9. Vesting of Participants Interests
    
    
    219.1 Deferred Vesting in Accounts
    
    
    219.2 Computation of Vesting Years
    
    
    219.3 Full Vesting Upon Certain Events
    
    
    229.4 Full Vesting Upon Plan Termination
    
    
    23




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Page No.9.5 Forfeiture, Repayment, and Restoral
    
    
    239.6 Accounting for Forfeitures
    
    
    239.7 Vesting and Nonforfeitability
    
    
    23Section 10. Payment of Benefits
    
    
    2410.1 Benefits for Participants
    
    
    2410.2 Time for Distribution
    
    
    2410.3 Marital Status
    
    
    2510.4 Delay in Benefit Determination
    
    
    2510.5 Accounting for Benefit Payments
    
    
    2510.6 Options to Receive and Sell Stock
    
    
    2610.7 Restrictions on Disposition of Stock
    
    
    2610.8 Continuing Loan Provisions; Creations of Protections and Rights
    
    
    2710.9 Direct Rollover of Eligible Distribution
    
    
    2710.10 Waiver of 30-Day Period After Notice of Distribution
    
    
    28Section 11. Rules Governing Benefit Claims and Review of Appeals
    
    
    2811.1 Claim for Benefits
    
    
    2811.2 Notification by Committee
    
    
    2811.3 Claims Review Procedure
    
    
    28Section 12. The Committee and its Functions
    
    
    2912.1 Authority of Committee
    
    
    2912.2 Identity of Committee
    
    
    2912.3 Duties of Committee
    
    
    2912.4 Valuation of Stock
    
    
    2912.5 Compliance with ERISA
    
    
    3012.6 Action by Committee
    
    
    3012.7 Execution of Documents
    
    
    3012.8 Adoption of Rules
    
    
    3012.9 Responsibilities to Participants
    
    
    3012.10 Alternative Payees in Event of Incapacity
    
    
    3012.11 Indemnification by Employers
    
    
    3012.12 Nonparticipation by Interested Member
    
    
    30Section 13. Adoption, Amendment, or Termination of the Plan
    
    
    3013.1 Adoption of Plan by Other Employers
    
    
    3013.2 Plan Adoption Subject to Qualification
    
    
    3113.3 Right to Amend or Terminate
    
    
    31Section 14. Miscellaneous Provisions
    
    
    3114.1 Plan Creates No Employment Rights
    
    
    3114.2 Nonassignability of Benefits
    
    
    3114.3 Limit of Employer Liability
    
    
    3214.4 Treatment of Expenses
    
    
    3214.5 Number and Gender
    
    
    3214.6 Nondiversion of Assets
    
    
    3214.7 Separability of Provisions
    
    
    3214.8 Service of Process
    
    
    3214.9 Governing State Law
    
    
    3214.10 Employer Contributions Conditioned on Deductibility
    
    
    3214.11 Unclaimed Accounts
    
    
    3214.12 Qualified Domestic Relations Order
    
    
    3314.13 Use of Electronic Mediums to Provide Notices and Make Participant
Elections
    
    
    33
 (ii)




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Page No.Section 15. Top-Heavy Provisions
    
    
    3415.1 Top-Heavy Plan
    
    
    3415.2 Definitions
    
    
    3415.3 Top-Heavy Rules of Application
    
    
    3515.4 Minimum Contributions
    
    
    3615.5 Top-Heavy Provisions Control in Top-Heavy Plan
    
    
    36




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NORTHFIELD BANK
EMPLOYEE STOCK OWNERSHIP PLAN
 Section 1 Plan Identity .
 Name
 Purpose
 Effective Date
 Fiscal Period
 Single Plan for All Employers
 Interpretation of Provisions
  Section 2. Definitions .
  Account
 Active Participant
 Affiliated Employer




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Bank
 Beneficiary
 Break in Service
 Code
 Committee
 Company
 Compensation
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Disability
 Eligible Employee
 Employee
 Employer
 Entry Date
 ERISA
 415 Compensation
     -3-




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1 2 et seq et seq
  -4-




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Highly Compensated Employee
 Hours of Service
      -5-




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Investment Fund
 Normal Retirement
 Normal Retirement Date th
 Participant
 Period of Uniformed Service
 Plan Year
 Recognized Absence
    Reemployment After a Period of Uniformed Service
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-7-




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Service
 Spouse
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Stock
 Stock Fund
 Stock Obligation
 (i)
    
    to acquire qualifying Employer securities as defined in
Treasury Regulations § 54.4975-12;(ii)
    
    to repay such Stock Obligation; or(iii)
    
    to repay a prior exempt loan.
 Trust or Trust Fund
 Trust Agreement
 Trustee
 Unallocated Stock Fund
 Uniformed Service
 Valuation Date
 Valuation Period
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Vesting Year
 Section 3. Eligibility for Participation .
 Initial Eligibility
  th
  Definition of Eligibility Year
   Terminated Employees
 Certain Employees Ineligible
      -10-




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Participation and Reparticipation
 Omission of Eligible Employee
 Inclusion of Ineligible Employee.
 Section 4. Contributions and Credits .
 Discretionary
   Contributions for Stock Obligations
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Conditions as to Contributions
 Rollover Contributions
 Section 5. Limitations on Contributions and Allocations .
 Limitation on Annual Additions
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Effect of Limitations
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Limitations as to Certain Participants
    Erroneous Allocations
 Section 6. Trust Fund and Its Investment .
 Creation of Trust Fund
 Stock Fund and Investment Fund
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Acquisition of Stock
      Participants Option to Diversify
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Section 7. Voting Rights and Dividends on Stock .
 Voting and Tendering of Stock
   -17-




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Application of Dividends.
 Stock Dividends
 Cash Dividends
 On Stock in Participants Accounts Employer Exercises
Discretion
 Participant Exercises Discretion over Dividend
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On Stock in the Unallocated Stock Fund
 Section 8. Adjustments to Accounts .
 ESOP Allocations.
      -19-




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Charges to Accounts.
 Stock Fund Account
  Investment Fund
 Adjustment to Value of Trust Fund.
 Participant Statements
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Section 9. Vesting of Participants Interests .
 Vesting in Accounts
 Vesting
    
    Percentage ofYears
    
    Interest VestedFewer than 2
    
    0%2
    
    20%3
    
    40%4
    
    60%5
    
    80%6 or more
    
    100%
 Computation of Vesting Years
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Full Vesting Upon Certain Events
  provided however provided further
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Full Vesting Upon Plan Termination
 Forfeiture, Repayment, and Restoral
  Accounting for Forfeitures
 Vesting and Nonforfeitability
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Section 10. Payment of Benefits .
 Benefits for Participants
 Time for Distribution
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1 2 1 2
  1 2
    Marital Status
 Delay in Benefit Determination
 Accounting for Benefit Payments
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Options to Receive Stock
    Restrictions on Disposition of Stock
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Continuing Loan Provisions; Creations of Protections and Rights .
 Direct Rollover of Eligible Distribution
      -27-




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Waiver of 30-Day Period After Notice of Distribution .
   Section 11. Rules Governing Benefit Claims and Review of Appeals .
 Claim for Benefits
 Notification by Committee
     Claims Review Procedure
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Section 12. The Committee and its Functions .
 Authority of Committee
 Identity of Committee
 Duties of Committee
  Valuation of Stock
 -29-




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Compliance with ERISA
 Action by Committee
 Execution of Documents
 Adoption of Rules
 Responsibilities to Participants
 Alternative Payees in Event of Incapacity
 Indemnification by Employers
 Nonparticipation by Interested Member
 Section 13. Adoption, Amendment, or Termination of the Plan .
 Adoption of Plan by Other Employers
 -30-




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Plan Adoption Subject to Qualification
 Right to Amend or Terminate
 Section 14. Miscellaneous Provisions .
 Plan Creates No Employment Rights
 Nonassignability of Benefits
 -31-




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Limit of Employer Liability
 Treatment of Expenses
 Number and Gender
 Nondiversion of Assets
 Separability of Provisions
 Service of Process
 Governing State Law
 Employer Contributions Conditioned on Deductibility .
 Unclaimed Accounts .
  -32-




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Qualified Domestic Relations Order .
     Use of Electronic Media to Provide Notices and Make Participant Elections .
 -33-




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Section 15. Top-Heavy Provisions .
 Top-Heavy Plan
    15.2. Definitions.
      -34-




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Top-Heavy Rules of Application
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Minimum Contributions
    Top-Heavy Provisions Control in Top-Heavy Plan
 -36-