Amendment to Northfield Bank Non-Qualified Deferred Compensation Plan and Grantor Trust Agreement

Summary

Northfield Bank and Northfield Bancorp, MHC, with RSGroup Trust Company, have amended their Grantor Trust Agreement to update plan names and covered plans. The amendments reflect the bank's name change, remove references to outdated plans, and add the current Non-Qualified Deferred Compensation Plan and Supplemental ESOP Plan to the trust. The resolutions authorize the bank and company to take all necessary actions to implement these changes, effective as of January 1, 2005 (for the deferred compensation plan) and January 1, 2007 (for the ESOP plan).

EX-10.7 5 y51768exv10w7.htm EX-10.7: AMENDMENTS TO NON-QUALIFIED DEFERRED COMPENSATION PLAN EX-10.7

Exhibit 10.7

NORTHFIELD BANK

Resolutions of the Board of Directors

WHEREAS, RSGroup Trust Company entered into a Grantor Trust Agreement (the “Trust”) with Northfield Bank (formerly, Northfield Savings Bank) and Northfield Bancorp, MHC (formerly, NSB Holding Corp.) ( the “Company”); and

WHEREAS, the Bank desires to revise Appendix A to the Trust to delete references to the “NSB Holding Corp. and Northfield Savings Bank Board of Trustees and Board of Directors Deferred Compensation Plan” and the “Northfield Savings Bank Supplemental Executive Retirement Plan,” which plans were previously consolidated into the Northfield Savings Bank Non-qualified Deferred Compensation Plan”; and

WHEREAS, the Board of Directors desires to change the name of the Northfield Savings Bank Non-qualified Deferred Compensation Plan to the “Northfield Bank Non-qualified Deferred Compensation Plan” to reflect the Bank’s name change, and

WHEREAS, the Bank desires to further revise Appendix A to the Trust to add “Northfield Bank Non-qualified Deferred Compensation Plan, as amended and restated effective as of January 1, 2005” and “Northfield Bank Non-qualified Supplemental Employee Stock Ownership Plan effective January 1, 2007” to the list of plans covered by the Trust; and

WHEREAS, Section 12(a) of the Trust permits the Trust to be amended from time to time by a written instrument executed by the trustee, the Bank and the Company.

NOW, THEREFORE, BE IT RESOLVED, that the names “Northfield Savings Bank” and “NSB Holding Corp.” shall be changed to “Northfield Bank” and “Northfield Bancorp, MHC” wherever they appear in the Northfield Savings Bank Non-qualified Deferred Compensation Plan as amended and restated effective as of January 1, 2005; and be it

RESOLVED FURTHER, that Appendix A attached hereto shall be and become the Appendix A to the Trust; and be it

RESOLVED, FURTHER, that the Bank or its designee shall be, and the same hereby is, authorized, empowered and directed to take any and all action necessary for the implementation of the aforesaid amendment.

NORTHFIELD BANCORP, MHC

Resolutions of the Board of Directors

WHEREAS, RSGroup Trust Company entered into a Grantor Trust Agreement (the “Trust”) with Northfield Bank (formerly, Northfield Savings Bank) (the “Bank”) and Northfield Bancorp, MHC (formerly, NSB Holding Corp.) (the “Company”); and

WHEREAS, the Company desires to revise Appendix A to the Trust to delete references to “NSB Holding Corp. and Northfield Savings Bank Board of Trustees and Board of Directors Deferred Compensation Plan” and the “Northfield Savings Bank Supplemental Executive Retirement Plan,” which plans were previously consolidated into the Northfield Savings Bank Non-qualified Deferred Compensation Plan”; and

WHEREAS, the Company desires to further revise Appendix A to the Trust to add “Northfield Bank Non-qualified Deferred Compensation Plan, as amended and restated effective as of January 1, 2005” and “Northfield Bank Non-qualified Supplemental Employee Stock Ownership Plan effective January 1, 2007” to the list of plans covered by the Trust; and

WHEREAS, Section 12(a) of the Trust permits the Trust to be amended from time to time by a written instrument executed by the trustee, the Bank and the Company.

NOW, THEREFORE, BE IT RESOLVED, that Appendix A attached hereto shall be and become the Appendix A to the Trust; and be it

RESOLVED, FURTHER, that the Company or its designee shall be, and the same hereby is, authorized, empowered and directed to take any and all action necessary for the implementation of the aforesaid amendment.

APPENDIX A

SCHEDULE OF PLANS UNDER

RS GROUP TRUST COMPANY

GRANTOR TRUST

Northfield Bank Non-qualified Deferred Compensation Plan, as amended and restated, effective January 1, 2005

Northfield Bank Non-qualified Supplemental ESOP Plan, effective January 1, 2007