NOTE: PLEASE SIGN, DATE AND PROMPTLY RETURN ALL PROXY CARDS IN THE ENCLOSED POSTAGE-PAID PROXY RETURN ENVELOPE
The Board of Trustees recommends a vote “FOR” the proposal.
VOTING DOES NOT REQUIRE YOU TO PURCHASE SHARES OF NORTHFIELD BANCORP, INC. COMMON STOCK IN THE OFFERING.

 

NORTHFIELD BANCORP, MHC		REVOCABLE PROXY

SPECIAL MEETING OF MEMBERS
                                         , 2010

The undersigned member of Northfield Bancorp, MHC (the “Mutual Holding Company”) hereby appoints the full Board of Trustees, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote such votes as the undersigned may be entitled to vote at the Special Meeting of Members of the Mutual Holding Company (the “Meeting”) to be held at                                          , at ___:___.m., Eastern Time, on                                          , 2010, and at any and all adjournments thereof. They are entitled to cast all votes to which the undersigned is entitled as follows:

1.

The approval of a plan of conversion and reorganization (the “Plan”) whereby Northfield Bancorp, MHC and Northfield Bancorp, Inc. will convert and reorganize From the mutual holding company structure to the stock holding company structure, as described in more detail in the proxy statement; and such other business as may properly come before the Meeting. Management is not aware of any other business to be considered

IF SIGNED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL STATED IF NO CHOICE IS MADE HEREON. VOTING FOR APPROVAL OF THE PLAN WILL ALSO INCLUDE APPROVAL OF THE EXCHANGE RATIO, THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE NEW HOLDING COMPANY FOR NORTHFIELD BANK (INCLUDING THE ANTI-TAKEOVER LIMITATIONS AND STOCKHOLDER RIGHTS PROVISIONS) AND THE AMENDMENT TO NORTHFIELD BANK’S FEDERAL STOCK CHARTER. AS A RESULT OF THE CONVERSION, MEMBERS OF NORTHFIELD BANCORP, MHC WILL NO LONGER HAVE VOTING RIGHTS UNLESS THEY BECOME STOCKHOLDERS OF NORTHFIELD BANK’S NEW HOLDING COMPANY.

THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE PROPOSAL STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF TRUSTEES. AT THE PRESENT TIME, THE BOARD OF TRUSTEES KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

Votes will be cast in accordance with this proxy. Should the undersigned be present and elect to vote at the Meeting or at any adjournment thereof and after notification to the Secretary of Northfield Bancorp, MHC at said Meeting of the Member’s decision to terminate this proxy, then the power of said attorney-in-fact or agents shall be deemed terminated and of no further force and effect.

PLEASE PROMPTLY COMPLETE, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED PROXY RETURN ENVELOPE

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSAL. NOT VOTING IS THE EQUIVALENT OF VOTING “AGAINST” THE PROPOSAL.
PLEASE VOTE ALL CARDS THAT YOU RECEIVE. NONE ARE DUPLICATES.
(Continued on reverse side)

 

[logo]Northfield Bancorp, Inc.

Subscription & Community Offering Stock Order Form

Northfield Bank

Expiration Date

Stock Information Center

for Stock Order Forms:

1410 St. Georges Ave., 2nd Fl.,

day            __, 2010

Avenel, NJ 07001

4:00 p.m., Eastern Time

xxx-xxx-xxxx

(received not postmarked)

IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form.

(1) Number of Shares

Subscription

(2) Total Payment Due

Minimum number of shares: 25 shares ($250)

Price X 10.00 =

$

Maximum number of shares: 300,000 shares ($3,000,000)

Maximum number of shares for associates or group: 300,000 shares ($3,000,000)

See Instructions.

(3) Employee/Officer/Director Information
o Check here if you are an employee, officer or director of Northfield Bank or a member of such person’s immediate family living in the same household.
(4) Method of Payment by Check			Total Check Amount			$		.
Enclosed is a check, bank draft or money order payable to Northfield Bancorp, Inc. in the amount indicated here.
(5) Method of Payment by Withdrawal - The undersigned authorizes withdrawal from the following account(s) at Northfield Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts maintained at Northfield Bank cannot be used unless special transfer arrangements are made.

Bank Use

Account Number(s) To Withdraw

$ Withdrawal Amount

$

.

$

.

(6) Purchaser Information
Subscription Offering

o a. Check here if you are an Eligible Account Holder with a deposit account(s) totaling $50.00 or more on March 31, 2009.

o b. Check here if you are a Supplemental Eligible Account Holder with a deposit account(s) totaling $50.00 or more on June 30, 2010 but are not an Eligible Account Holder.

o c. Check here and list accounts below if you are an Other Member with a deposit account(s) on                 , 2010 but are not an Eligible Account Holder or Supplemental Eligible Account Holder.

Community Offering

o d. Check here if you are a community member (Indicate county of residence in #9 below).

o e. Check here if you were a shareholder of Northfield Bancorp, Inc. on                 , 2010.

Account Information
List below all accounts in which you had an ownership interest as of the applicable eligibility date as indicated in a, b or c above. Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights. Use reverse side for additional space.

	Bank Use			Account Number(s)		Account Title (Name(s) on Account)

(7) Form of Stock Ownership & SS# or Tax ID#:								SS#/Tax ID#	è
o Individual		o Joint Tenants		o Tenants in Common		o Fiduciary (i.e., trust, estate)
o Uniform Transfers to Minors Act (Indicate SS# of Minor only)				o Company/Corporation/ Partnership		o IRA or other qualified plan (Both Tax ID# & SS# for IRAs)		SS#/Tax ID#	è

(8) Stock Registration & Address: Name and address to appear on stock certificate.

Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Name:

Name Continued:

Mail to- Street:

City:

State:

Zip Code:

(9) Telephone Daytime/Evening

(

)

—

(

)

—

County of    Residence

(10) Associates/Acting in Concert

o Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares or are current owners of existing shares of Northfield Bancorp, Inc.

(11) Acknowledgement — To be effective, this stock order form must be properly completed and physically received (not postmarked) by Northfield Bancorp, Inc. no later than 4:00 p.m., Eastern Time, on                 , 2010, unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by Northfield Bancorp, Inc., this stock order form may not be modified, withdrawn or canceled without Northfield Bancorp, Inc.’s consent and if authorization to withdraw from deposit accounts at Northfield Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the plan of conversion and reorganization of Northfield Bancorp, MHC described in the accompanying prospectus.

Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Northfield Bank, Northfield Bancorp, MHC, Northfield Bancorp, Inc. and new Northfield Bancorp, Inc. will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares.								Bank Use
By signing below, I also acknowledge that I have read the Certification Form on the reverse side of this form.
Signature    è		Date		Signature è		Date

Item (10) Associates/Acting In Concert continued:

If you checked the box in item #10 on the reverse side of this form, list below all other orders submitted by you or your associates and list the number of shares of Northfield Bancorp, Inc. currently owned by you or your associates (as defined below) or by persons acting in concert with you (also defined below).

Name(s) listed on other stock order forms

Number of shares ordered

Name(s) of existing stockholders

Number of shares owned

Associate - The term “associate” of a particular person means:

(1) a corporation or organization other than Northfield Bancorp, MHC, Northfield Bancorp, Inc. or Northfield Bank or a majority-owned subsidiary of Northfield Bancorp, MHC, Northfield Bancorp, Inc. or Northfield Bank of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such corporation or organization;

(2) a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as a trustee or a fiduciary; and

(3) any person who is related by blood or marriage to such person and who lives in the same home as such person or who is a director or senior officer of Northfield Bancorp, MHC, Northfield Bancorp, Inc. or Northfield Bank or any of their subsidiaries.

Acting in concert – The term “acting in concert” means:

(1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or

(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party.

We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships and the fact that such persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.

CERTIFICATION FORM

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY NORTHFIELD BANCORP, MHC, NORTHFIELD BANCORP, INC., NEW NORTHFIELD BANCORP, INC., NORTHFIELD BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS.

If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call the Office of Thrift Supervision, Consumer Response Center at (800) 842-6929.

I further certify that, before purchasing the common stock, par value $0.01 per share, of Northfield Bancorp, Inc. (the “Company”), which will become the holding company for Northfield Bank, I received a prospectus of the Company dated           , 2010 relating to such offer of common stock. The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section beginning on page      , the risks involved in the investment in this common stock, including but not limited to the following:

Risks Related to Our Business

Risks Related to the Offering

(By Signing the Front of this Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,
Including the Securities Act of 1933 and the Securities Exchange Act of 1934)
 

Stock Ownership Guide

Individual

Include the first name, middle initial and last name of the shareholder. Avoid the use of two initials. Please omit words that do not affect ownership rights, such as “Mrs.”, “Mr.”, “Dr.”, “special account”, “single person”, etc.

Joint Tenants

Joint tenants with right of survivorship may be specified to identify two or more owners. When stock is held by joint tenants with right of survivorship, ownership is intended to pass automatically to the surviving joint tenant(s) upon the death of any joint tenant. All parties must agree to the transfer or sale of shares held by joint tenants.

Tenants in Common

Tenants in common may also be specified to identify two or more owners. When stock is held by tenants in common, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All parties must agree to the transfer or sale of shares held by tenants in common.

Uniform Transfers to Minors Act (“UTMA”)

Stock may be held in the name of a custodian for a minor under the Uniform Transfers to Minors Act of each state. There may be only one custodian and one minor designated on a stock certificate. The standard abbreviation for Custodian is “CUST”, while the Uniform Transfers to Minors Act is “UTMA”. Standard U.S. Postal Service state abbreviations should be used to describe the appropriate state. For example, stock held by John Doe as custodian for Susan Doe under the NJ Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA NJ (use minor’s social security number).

Fiduciaries

Information provided with respect to stock to be held in a fiduciary capacity must contain the following:

	•		The name(s) of the fiduciary. If an individual, list the first name, middle initial and last name. If a corporation, list the full corporate title (name). If an individual and a corporation, list the corporation’s title before the individual.
	•		The fiduciary capacity, such as administrator, executor, personal representative, conservator, trustee, committee, etc.
	•		A description of the document governing the fiduciary relationship, such as a trust agreement or court order. Documentation establishing a fiduciary relationship may be required to register your stock in a fiduciary capacity.
	•		The date of the document governing the relationship, except that the date of a trust created by a will need not be included in the description.
	•		The name of the maker, donor or testator and the name of the beneficiary.

An example of fiduciary ownership of stock in the case of a trust is: John Doe, Trustee Under Agreement Dated 10-1-93 for Susan Doe.

Stock Order Form Instructions

Items 1 and 2 — Number of Shares and Total Payment Due

Fill in the number of shares that you wish to purchase and the total payment due. The amount due is determined by multiplying the number of shares by the subscription price of $10.00 per share. The minimum purchase in the subscription offering is $250 (25 shares) of common stock. As more fully described in the plan of conversion and reorganization outlined in the prospectus, the maximum purchase in any category of the subscription offering is $3,000,000 (300,000 shares) of common stock, and the maximum purchase in the community offering (if held) by any person is $3,000,000 (300,000 shares) of common stock. No person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than $3,000,000 (300,000 shares) of common stock.

Item 3 — Employee/Officer/Director Information

Check this box to indicate whether you are an employee, officer or director of Northfield Bank or a member of such person’s immediate family living in the same household.

Item 4 — Method of Payment by Check

If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to Northfield Bancorp, Inc. Payment in cash may not be made. Your funds will earn interest at Northfield Bank’s statement savings rate of interest until the stock offering is completed.

Item 5 — Method of Payment by Withdrawal

If you pay for your stock by a withdrawal from a deposit account at Northfield Bank, indicate the account number(s) and the amount of your withdrawal authorization for each account. The total amount withdrawn should equal the amount of your stock purchase. There will be no penalty assessed for early withdrawals from certificate accounts used for stock purchases. This form of payment may not be used if your account is an Individual Retirement Account.

Item 6 – Purchaser Information

Subscription Offering

     a. Check this box if you had a deposit account(s) totaling $50.00 or more on March 31, 2009 (“Eligible Account Holder”).

     b. Check this box if you had a deposit account(s) totaling $50.00 or more on June 30, 2010 but are not an Eligible Account Holder (“Supplemental Eligible Account Holder”).

     c. Check this box if you had a deposit account(s) on                 , 2010 but are not an Eligible Account Holder or Supplemental Account Holder (“Other Member”).

Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your purchase rights.

Note: Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights.

Community Offering

     d. Check this box if you are a community member (Indicate county of residence in item 9).

     e. Check this box if you were a shareholder of Northfield Bancorp, Inc. on            , 2010

Items 7 and 8 — Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Mailing Address

Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock registration and mailing address in item 8. The stock transfer industry has developed a uniform system of shareholder registrations that will be used in the issuance of your common stock. If you have any questions regarding the registration of your stock, please consult your legal advisor. Stock ownership must be registered in one of the ways described above under “Stock Ownership Guide.” Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Item 9 – Telephone Number(s) and County

Indicate your daytime and evening telephone number(s) and county. We may need to call you if we have any questions regarding your order or we cannot execute your order as given.

Item 10 – Associates/Acting in Concert

Check this box and complete the reverse side of the stock order form if you or any associates or persons acting in concert with you (as defined on the reverse side of the stock order form) have submitted other orders for shares or are current owners of existing shares of Northfield Bancorp, Inc..

Item 11– Acknowledgement

Please review the prospectus carefully before making an investment decision. Sign and date the stock order form where indicated. Before you sign, review the stock order form, including the acknowledgement and certification. Normally, one signature is required. An additional signature is required only when payment is to be made by withdrawal from a deposit account that requires multiple signatures to withdraw funds.

Your properly completed signed stock order form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by Northfield Bancorp, Inc. no later than 4:00 p.m., Eastern Time, on                 , 2010 or it will become void.

Delivery Instructions: You may deliver your stock order form by mail using the enclosed stock order return envelope, by hand delivery, or by overnight courier to the Northfield Bancorp, Inc. Stock Information Center located at Northfield Bank’s Avenel office, 1410 St. Georges Avenue, 2nd Fl., Avenel, NJ 07001.

If you have any remaining questions, or if you would like assistance in completing your stock order form, you may call our Stock Information Center at (     )      -     , Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time.

NORTHFIELD BANK STOCK INFORMATION CENTER
1410 St. Georges Ave., 2^nd Fl., Avenel, NJ 07001
Stock order forms will not be accepted at any Northfield Bank office other than the Avenel office.

An Invitation

We cordially invite you to attend one of our community meetings to learn more about the opportunity to purchase newly issued shares from our proposed holding company, Northfield Bancorp, Inc.

v		Members of senior management will discuss Northfield Bank’s operations, past performance and financial history.
v		You will be able to meet one-on-one with Northfield Bank officers to ask questions.
v		There will be no sales pressure. You will receive Northfield Bancorp, Inc. stock offering materials. Then you decide if the stock purchase matches your investment objectives.

Community meetings have been scheduled in                     . For meeting times and to make a reservation, or to receive a prospectus and a stock order form, please call our Stock Information Center at (xxx)-xxx-xxxx Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time.

Northfield Bancorp, Inc. (logo)
Proposed Holding Company for
Northfield Bank

Community Meetings

Day, Month                     
Location
Address
City, State Zip Code

v

Day, Month                     
Location
Address
City, State Zip Code

Northfield Bancorp, Inc.
(logo)

Proposed Holding Company for
Northfield Bank

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Northfield Bank, Northfield Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Northfield Bancorp, Inc.
(logo)

An Invitation
To Attend a Community Meeting

Northfield Bancorp, Inc. is offering shares of its common stock in connection with the conversion of Northfield Bancorp, MHC into the full stock form of organization.

29,750,000 to 40,250,000 shares of Northfield Bancorp, Inc. are being offered at a price of $10.00 per share.

If you would like to learn more about our stock offering, or would like to attend a community meeting, we invite you to obtain a prospectus and offering material by calling our Stock Information Center at (xxx) xxx-xxxx, Monday through Friday between the hours of 10:00 a.m. and 4:00 p.m. Eastern Time.